[425] Pelican Acquisition Corp Business Combination Communication

Rhea-AI Filing Summary

Pelican Acquisition Corporation (PELI) filed a Form 8-K tied to its proposed business combination with Greenland Exploration Limited and March GL. At closing, the combined company will be named Greenland Energy Company and is expected to trade on Nasdaq under GLND.

The filing furnishes (Item 7.01) Sproule ERCE’s reserve report on March GL’s Greenland license as of September 1, 2025, as Exhibit 99.1. The company notes a Fortune article from October 22, 2025 referencing figures from that report, and includes the full report for context. Because this information is furnished, it is not deemed filed for liability purposes.

Pelican plans to file an S-4 registration statement with a proxy statement/prospectus for shareholder voting on the deal. The report includes standard forward-looking statements and outlines risks such as timing of the merger, shareholder approvals, potential redemptions, listing conditions, legal/regulatory proceedings, and operating uncertainties.

Insights

SPAC/M&A Analyst

Neutral update: Pelican furnishes a third-party reserve report and outlines SPAC merger process, risks, and next steps without changing deal terms.

Pelican discloses progress on its proposed Business Combination with Greenland and March GL, with the combined company expected to be Greenland Energy Company trading as “GLND.” It furnishes (Item 7.01) a Sproule ERCE Reserve Report on March GL’s Greenland license dated September 1, 2025 as Exhibit 99.1, adding third‑party technical context to the assets without altering economics or structure. The disclosure also confirms intent to file a Form S‑4 proxy/prospectus for the shareholder vote.

The filing stresses that the Item 7.01 materials are furnished, not “filed,” which limits Section 18 liability and incorporation by reference unless later specified. It details key contingencies: meeting the SPAC deadline (with any needed extension), obtaining Pelican shareholder approval, securing exchange listing for PubCo, managing potential public shareholder redemptions, addressing regulatory or legal proceedings, and maintaining or extending applicable licenses. These risks directly affect closing feasibility and post‑close liquidity.

Watch for the S‑4 submission and effectiveness, the Pelican shareholder meeting date, Nasdaq listing approval for PubCo, and disclosed redemption levels near closing. The practical window spans from now through the business combination deadline; any delay, litigation, or license extension outcome could affect timing and viability. Exhibit 99.1 is central for asset understanding; its figures, once reviewed in S‑4 risk sections, will be pivotal to evaluate resource potential and assumptions.

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 20, 2025

Pelican Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42666		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)
☐	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 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. ☐

Explanatory Note

As previously disclosed, on September 9, 2025, Pelican Acquisition Corporation, a Cayman Islands exempted company with limited liability (“Pelican”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Pelican Holdco, Inc., a Texas corporation (“PubCo”), Pelican Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of PubCo, Greenland Exploration Limited, a Texas Corporation (“Greenland”), Greenland Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of PubCo, March GL Company, a Texas corporation (“March GL”), and March GL Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of PubCo. Upon the closing of the transaction, the combined company will operate under the name Greenland Energy Company and is expected to be listed on the NASDAQ Stock Market under the ticker symbol “GLND.”

Item 7.01 Regulation FD Disclosure

On October 22, 2025, Fortune published an article titled “A Texas company plans to drill for oil in Greenland despite a climate change ban and Trump’s desire to annex the territory” which referenced several figures from a reserve report by Sproule ERC. The reserve report of Sproule ERCE (the “Reserve Report”) related to the evaluation of the prospective resources of March GL’s Greenland license as of September 1, 2025. The Reserve Report is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Cautionary Statements to Investors on Reserves and Resources

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any of Pelican’s filings or other documents filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Additional Information About the Business Combination and Where to Find It

In connection with the business combination by and between Pelican, Greenland, March GL and PubCo (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, March GL, or 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.

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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.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Sproule ERCE’s Reserve Report of March GL Company’s Greenland license as of September 1, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	PELICAN ACQUISITION CORPORATION
Dated: October 24, 2025	By:	/s/ Robert Labbé
	Name:	Robert Labbé
		Chief Executive Officer

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FAQ

What did Pelican (PELI) disclose in this 8-K?

Pelican furnished Exhibit 99.1, Sproule ERCE’s reserve report on March GL’s Greenland license, in connection with its proposed business combination.

What is the planned outcome of Pelican’s merger?

Upon closing, the combined company will be named Greenland Energy Company and is expected to list on Nasdaq under GLND.

Is the reserve report considered filed or furnished?

It is furnished under Item 7.01, meaning it is not deemed filed for Section 18 liability and isn’t incorporated by reference unless specifically stated.

Will Pelican file additional materials for the merger?

Yes. Pelican intends to file an S-4 registration statement containing a proxy statement/prospectus for shareholder voting.

Why is the Sproule ERCE reserve report included?

A Fortune article referenced figures from the report; Pelican furnished the full report as Exhibit 99.1 for context.

What risks did the filing highlight?

Risks include merger timing and approvals, potential termination events, regulatory proceedings, stock exchange listing conditions, redemptions, and operational uncertainties.

Where can investors find the merger documents?

Documents, including the S-4 and proxy statement/prospectus when available, will be accessible free of charge at www.sec.gov.