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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): February 24, 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 February 24, 2026, the Company issued a press
release announcing that the Registration Statement (as defined below) was declared effective by the U.S. Securities and Exchange Commission
(the “SEC”). The press release also announces the Company’s upcoming extraordinary general meeting of shareholders,
along with all relevant details of the meeting, in connection with the proposed business combination with Greenland Exploration Limited
and March GL Company.
The information in this Item 7.01 and Exhibit
99.1 attached hereto 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, 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, Greenland Exploration Limited (“Greenland”), March GL Company (“March GL”), and Pelican Holdco,
Inc. (“PubCo”) (the “Business Combination”), Pelican filed with the 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 |
|
Press Release dated February 24, 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: February 24, 2026 |
By: |
/s/ Robert Labbé |
| |
Name: |
Robert Labbé |
| |
|
Chief Executive Officer |
Exhibit
99.1
Pelican
Acquisition Corporation and Greenland Energy Announce SEC Effectiveness of Registration Statement
Extraordinary
General Meeting of Shareholders to Approve Business Combination Scheduled for March 17, 2026
Houston,
Texas — February 24, 2026 — Pelican Acquisition Corporation (NASDAQ: PELI) (“Pelican”), a publicly traded
special purpose acquisition company, today announced that the U.S. Securities and Exchange Commission (“SEC”) has declared
effective its registration statement on Form S-4 (the “Registration Statement”) in connection with its proposed business
combination with Greenland Exploration Limited (“Greenland Exploration”) and March GL Company (“March GL”). The
combined company will operate as Greenland Energy Company (“Greenland”) and is expected to list on Nasdaq under the ticker
symbol “GLND” upon closing.
The
Registration Statement includes a proxy statement/prospectus for Pelican’s shareholders in connection with the business combination.
The definitive proxy statement/prospectus will be mailed to Pelican shareholders of record as of February 19, 2026, the record date for
voting on the business combination and related matters.
The
business combination will create Greenland Energy Company, a publicly traded entity focused on the responsible development of Greenland’s
vast energy resources in the Jameson Land Basin. This milestone advances the company’s mission to enhance global energy security
by leveraging proven Arctic expertise and sustainable partnerships with Greenlandic authorities and communities.
“We
are pleased with the SEC’s declaration of effectiveness, marking a significant step toward completing this transformative transaction,”
said Robert Price, CEO of March GL and incoming CEO of Greenland. “This combination positions us to unlock the Jameson Land Basin’s
potential responsibly, delivering value for shareholders and contributing to energy diversification worldwide.”
Larry
Swets, CEO of Greenland Exploration Limited and future Executive Chairman of Greenland, added: “The effectiveness of the Registration
Statement brings us closer to realizing our vision of a leading energy company in one of the world’s most promising untapped basins.
We look forward to shareholder approval and a successful closing in the first quarter of 2026.”
Extraordinary
General Meeting of Shareholders
Pelican
will hold a virtual extraordinary general meeting of shareholders (the “Special Meeting”) on March 17, 2026, at 10:00 a.m.
Eastern Time, to approve the business combination and related proposals. The Special Meeting will be conducted virtually via live webcast
at https://www.cstproxy.com/pelicanacq/2026. Shareholders may also attend by telephone (listen-only) at 1-800-450-7155 (toll-free
in the U.S. and Canada) or +1-857-999-9155 (international), using conference ID: 6149581#.
How
to Vote
Shareholders
of record as of the close of business on February 19, 2026, are entitled to notice of and to vote at the Special Meeting. Shareholders
are encouraged to vote their shares as soon as possible, even if they plan to attend the Special Meeting virtually. Votes can be cast
in the following ways:
| ● | By
Internet: Visit the website indicated on your proxy card or voting instruction form and
follow the instructions. |
| ● | By
Telephone: Call the toll-free number provided on your proxy card or voting instruction
form. |
| ● | By
Mail: Complete, sign, date, and return the enclosed proxy card or voting instruction
form in the postage-paid envelope provided. |
| ● | Virtually
at the Special Meeting: Log in to the webcast using the control number on your proxy
card (or obtain a legal proxy from your broker if shares are held in street name) and cast
your vote during the meeting. Pre-registration begins on March 16, 2026, at 9:00 a.m. Eastern
Time. |
If
your shares are held in “street name” through a broker, bank, or nominee, follow the instructions provided by your intermediary.
To vote at the Special Meeting, you may need to obtain a legal proxy from them in advance. Shareholders who have previously submitted
a proxy may revoke it by submitting a later-dated proxy, notifying Pelican’s proxy solicitor, or voting at the Special Meeting.
For assistance with voting, contact Advantage Proxy, Inc. at 1-877-870-8565 (toll-free) or ksmith@advantageproxy.com.
Abstentions
and broker non-votes will count toward establishing a quorum but will not count as votes cast on any proposal.
About
the Transaction
Greenland
Exploration Limited and March GL Company are currently in the process of a business combination with Pelican Acquisition Corporation.
The transaction aims to create a publicly traded energy company focused on enhancing global energy security through the responsible development
of Greenland’s natural resources.
The
business combination is expected to close in the first quarter of 2026, subject to shareholder approval and satisfaction of other customary
closing conditions.
About
Greenland Exploration Limited
Greenland
Exploration Limited is a Texas-based entity focused on developing strategic positions in North American energy assets. Through its partnerships,
Greenland aims to deliver long-term shareholder value in a dynamic and evolving energy market. https://www.linkedin.com/company/greenland-energy-company
About
March GL Company
March
GL Company, a privately-owned Texas Corporation, entered into an agreement with 80 Mile for drilling to commence at the Jameson oil and
gas basin in Greenland. March GL will fund 100% of the costs associated with up to two exploration wells, which are designed to delineate
the sedimentary structure and energy potential of the Jameson Land Basin. In return, March GL will earn through 80 Mile’s subsidiary
company up to 70% interest in the entire basin. March GL Company will be appointed as the Field Operations Manager. More information
is available on its website www.MarchGL.com.
About
Pelican Acquisition Corporation
Pelican
Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. Pelican is not limited to any particular industry
or geographic region in identifying prospective targets.
Additional
Information About the Business Combination and Where to Find It
In
connection with the Business Combination, Pelican filed with the U.S. Securities and Exchange Commission (the “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
press release 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, March GL Company, or Greenland 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 Exploration Limited, March GL
Company, Greenland, 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 Exploration Limited, March GL Company, and Greenland through the website maintained by the SEC at www.sec.gov.
Participants
in the Solicitation
Pelican,
Greenland Exploration Limited, March GL Company, Greenland, 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 October 31, 2025, which was filed with the SEC on
December 19, 2025, 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
press release 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 Exploration Limited, and March GL Company’s ability to effectuate the
Business Combination discussed in this document; the benefits of the Business Combination; the future financial performance of
Greenland (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 Exploration Limited’s, March GL Company’s, or Greenland’s views as of any
subsequent date, and none of Pelican, Greenland Exploration Limited, March GL Company, and Greenland 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 Greenland
gives any assurance that either Pelican or Greenland 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,
Greenland’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 Exploration
Limited, March GL Company, or Greenland 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 Exploration Limited, March GL Company,
and Greenland’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 Greenland’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 Exploration Limited or March GL Company; (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 Greenland following the
Business Combination; (xii) limited liquidity and trading of Greenland’s securities following completion of the Business
Combination; (xiii) changes in domestic and foreign business, market, financial, political, and legal conditions, including March GL
Company’s expectations of receiving extensions on applicable licenses, (xiv) the possibility that Pelican, Greenland
Exploration Limited, or March GL Company 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 Exploration Limited, or March GL Company’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
press release relates to a Business Combination by and among Pelican, Greenland Exploration Limited, Greenland, and March GL Company.
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.
Contact
Robert
Labbe
Chief
Executive Officer
Email:
admin@pelicanacq.com
Tel:
(212) 612-1400