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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): March 17, 2026
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) |
| |
|
| ☐ |
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.
| Item 7.01 |
Regulation FD Disclosure |
On March 17, 2026, Robert Price, the Chief Executive
Officer (“CEO”) of Greenland Energy Company appeared on News Nation. The interview discussed the recent rise in oil prices.
A video of the interview is available at https://app.latakoo.com/asset/23306246?share=ax2lbp4am5ekftfehovzyq4zxm45eltl. A copy of the
transcript of the interview is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this
Item 7.01.
The information in this Item 7.01 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as 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 among Pelican Acquisition Corporation (“Pelican”), Greenland Exploration Limited (“Greenland”), March GL,
and Pelican Holdco, Inc. (“PubCo”) (the “Business Combination”), Pelican filed with the U.S. Securities and Exchange
Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy
statement/prospectus of Pelican and was declared effective on February 17, 2026. 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, contains 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 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 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 by and among Pelican, Greenland, PubCo, 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 |
|
Transcript of the News Nation Interview dated March 17, 2026 |
| 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.
| |
PELICAN ACQUISITION CORPORATION |
| |
|
|
| Dated: March 18, 2026 |
By: |
/s/ Robert Labbé |
| |
Name: |
Robert Labbé |
| |
|
Chief Executive Officer |
Exhibit 99.1
Speaker 1:
0s --> 5s
With us to discuss more is Robert Price, Chief Executive, Greenland Energy.
6s --> 7s
All right, Robert, thank you.
7s --> 9s
I want to talk about some of this.
9s --> 12s
I mean, we have a domino effect at the bottom of the screen.
12s --> 18s
The other big headline today, of course, diesel hitting five bucks a gallon.
18s --> 20s
So where do you think this is all going?
Speaker 2:
20s --> 27s
Yeah, Connell, at $5 a gallon, that’s a massive 38% spike in just a month.
27s --> 36s
Now, most consumers, they don’t use diesel, but tractor trailers, ships, trains move virtually every product we consume.
37s --> 45s
So what we’re going to see is core inflation could be impacted by this because these transportation companies, they’ll be forced to raise prices
45s --> 48s
all the way from groceries to heavy goods.
Speaker 1:
48s --> 1m 3s
Yeah, I was saying it earlier, maybe you could add to that and discuss it more, that the diesel story, I know for obvious reasons we talk about gas prices, consumer prices, and how much those are up at the pump, but the diesel story seems to me to be a bigger kind of economic story, is that right?
Speaker 2:
1m 3s --> 1m 5s
Yeah, I would say so.
1m 5s --> 1m 15s
And a lot of these remote places, these islands, whether you’re in the Caribbean, whether you’re in Greenland or other places, they are totally reliant on diesel.
1m 15s --> 1m 23s
Now, the conflict in the Middle East and the Strait of Hormuz, it’s only highlighted the fragility of our supply system.
1m 23s --> 1m 32s
What we need to do, Connell, is we need to look at friendly jurisdictions to look for conventional resources to bring on new supplies of oil.
Speaker 1:
1m 33s --> 1m 48s
OK, now the other question I had, and this came up last week when we were in Dubai, I was talking to a guy who’s ahead of a big petrochemicals company over there, and it kind of is in contrast to what we heard from the president today, which is that once this is over, the price is going to, as the president says, drop like a rock.
1m 49s --> 1m 56s
And this guy was saying he thinks it, he doesn’t know, but it might be more complicated because of how long it takes to get some of these plants up and running that have been closed for so long.
1m 56s --> 1m 58s
What about the day after, from your point of view?
Speaker 2:
1m 59s --> 2m 2s
Yeah, short term fixes, they’re just not enough.
2m 6s --> 2m 11s
Now, what current production is coming online?
2m 11s --> 2m 16s
ExxonMobil, they found an 11 billion-barrel field in Guyana off the shore of South America.
2m 17s --> 2m 18s
We are in Greenland.
2m 18s --> 2m 26s
We have a 13 billion-barrel engineering report that we’re going to drill our first two wells this year.
2m 26s --> 2m 28s
That is a friendly jurisdiction.
2m 28s --> 2m 35s
And for us to bring on that supply at peak production, we can be at 1.5 to 2 million barrels of oil a day.
2m 36s --> 2m 38s
Again, it’s not going to be fixed overnight.
2m 38s --> 2m 38s
Right.
2m 38s --> 2m 45s
But other countries are looking for these other friendly supplies of oil and diesel.
Speaker 1:
2m 45s --> 2m 47s
So there are workarounds possible.
2m 48s --> 2m 50s
To your point, you’re starting to work on them.
2m 50s --> 2m 51s
How long might that all take?
2m 51s --> 2m 54s
And by the way, Greenland is still a friendly situation.
Speaker 2:
2m 55s --> 2m 55s
Yeah.
2m 56s --> 2m 60s
And just to the people of Greenland, they rely on diesel.
3m 1s --> 3m 3s
They rely on shipping to get the remote areas.
3m 4s --> 3m 8s
And so for that disruption, that costs their economy quite a bit.
3m 8s --> 3m 11s
We’re drilling in our first two wells by the end of this year.
3m 11s --> 3m 16s
It could discover up to, again, 13 billion barrels of oil.
3m 16s --> 3m 21s
And Connell, at today’s prices, that’s over a trillion dollars worth of oil.
3m 22s --> 3m 25s
That could totally transformate
3m 25s --> 3m 31s
It can be a transformational for Greenland and the overall world supply of oil.
Speaker 1:
3m 31s --> 3m 35s
Interesting, although I’m kind of struck by how we’ve had a lot of oil here in the U.S.
3m 35s --> 3m 38s
but still haven’t been able to insulate us from these price hot rises.
3m 38s --> 3m 39s
Robert, for now, I got to leave it there, though.
3m 40s --> 3m 43s
Very, very interesting to talk to you and what you’re working on there in Greenland and elsewhere.
3m 44s --> 3m 47s
We’re going to monitor that situation at the White House, so let’s get a break in there.
