UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2025
Pelican Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42666 |
|
00-0000000 N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1185 Avenue of the Americas, Suite 349
New York, NY |
| 10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
Not Applicable
(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 to the registrant under any of the following provisions:
| ☒ |
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 pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Units, each consisting of one ordinary share and one right |
|
PELIU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
PELI |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth of one ordinary share |
|
PELIR |
|
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. ☐
| Item 7.01 | Regulation FD Disclosure |
Pelican Acquisition Corporation (hereinafter,
“PELI,” “Pelican,” or the “Company”) is furnishing this Current Report on Form 8-K in connection
with the disclosure of certain information about the Company and the March GL Company (“March GL”) in the form of an Investor
Presentation, which the Company, March GL, and other related parties may reference, from time to time, at investor meetings. A copy of
the Investor Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by
reference.
The information contained in the Investor Presentation
is summary information intended to be considered in the context of the Company’s SEC filings and other public announcements that
the Company may make, by press release or otherwise, from time to time. The Investor Presentation speaks only as of the date of this Current
Report on Form 8-K. The Company undertakes no duty or obligation to publicly update or revise the information included in the Investor
Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents
with the SEC, through press releases or other public disclosure. In addition, the exhibit furnished herewith contains statements intended
as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in
such exhibit. By furnishing the information contained in the Investor Presentation, the Company makes no admission as to the materiality
of any information in the Investor Presentation that is required to be disclosed solely by reason of Regulation FD.
The information in this Item 7.01, including
Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into filings of Pelican under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed as an admission
as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Additional Information About the Business Combination and Where
to Find It
In connection with the Business Combination,
Pelican intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4
(the “Registration Statement”), which will include a preliminary proxy statement/prospectus of Pelican and after the Registration
Statement is declared effective, Pelican will mail the definitive proxy statement/prospectus relating to the Business Combination to
Pelican’s shareholders as of the respective record dates to be established for voting on the Business Combination. The Registration
Statement, including the proxy statement/prospectus contained therein, will contain important information about the Business Combination
and the other matters to be voted upon at a meeting of the Pelican shareholders (the “Pelican Shareholder Meeting”). This
Current Report on Form 8-K does not contain all the information that should be considered concerning the Business Combination and other
matters and is not intended to provide a basis for any investment decision or any other decision in respect of such matters. Pelican,
Greenland Exploration Limited (“Greenland”), March GL, or Pelican Holdco, Inc. (“PubCo”) may also file other
documents with the SEC regarding the Business Combination. Pelican’s shareholders and other interested persons are advised to read,
when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto
and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials
will contain important information about Pelican, Greenland, March GL, PubCo, and the Business Combination.
Pelican’s shareholders and other interested
persons will be able to obtain copies of the Registration Statement, including the preliminary proxy statement/prospectus contained therein,
the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC, free of charge, by Pelican, Greenland,
March GL, and PubCo through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Pelican, Greenland, March GL, PubCo, and their
respective directors and officers may be deemed participants in the solicitation of proxies of Pelican shareholders in connection with
the Business Combination. More detailed information regarding the directors and officers of Pelican, and a description of their interests
in Pelican is contained in Pelican’s filings with the SEC, including its Quarterly Report on Form 10-Q for the fiscal quarters
ended July 31, 2025, which was filed with the SEC on September 15, 2025, April 30, 2025, which was filed with the SEC on June 27, 2025,
and the initial business combination offering filed on Form S-1, and effective as of May 22, 2025, which are available free of charge
at the SEC’s website at www.sec.gov. Information regarding the persons who may,
under the SEC rules, be deemed participants in the solicitation of proxies of Pelican’s shareholders and other interested persons
in connection with the Business Combination and other matters to be voted upon at the Pelican Shareholders Meeting will be set forth
in the Registration Statement for the Business Combination when available.
Forward-Looking Statements
This Current Report on Form 8-K 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, and March GL’s ability to effectuate the Business Combination discussed
in this document; the benefits of the Business Combination; the future financial performance of PubCo (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’s, March GL’s, or PubCo’s
views as of any subsequent date, and none of Pelican, Greenland, March GL, and PubCo 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 PubCo gives any assurance that either Pelican
or PubCo 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, PubCo’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, March GL, or PubCo 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, March GL, and PubCo’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 PubCo’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 or March GL; (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 PubCo following the Business
Combination; (xii) limited liquidity and trading of PubCo’s securities following completion of the Business Combination; (xiii)
changes in domestic and foreign business, market, financial, political, and legal conditions, including March GL’s expectations
of receiving extensions on applicable licenses, (xiv) the possibility that Pelican, Greenland, or March GL 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, or March GL’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.
No Offer or Solicitation
This Current Report on Form 8-K relates to a Business Combination between
Pelican, Greenland, and March GL. This document does not constitute a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Business Combination. This document does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there by any offer, sale or exchange of securities in any state or jurisdiction
in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act or an exemption therein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
|
Description |
| 99.1 |
|
Investor Presentation, dated October 17, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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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PELICAN ACQUISITION CORPORATION |
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| Dated: October 20, 2025 |
By: |
/s/
Robert Labbé |
| |
Name: |
Robert Labbé |
| |
|
Chief Executive Officer |
