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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 11, 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.
Pelican Acquisition Corporation, a Cayman Islands exempted company (the
“Company”), is providing the following clarification regarding the potential application of the 1% excise tax on certain stock
repurchases under Section 4501 of the Internal Revenue Code of 1986, as amended, which was enacted as part of the Inflation Reduction
Act of 2022.
As previously disclosed in the Company’s proxy statement relating
to the proposed business combination with Greenland Exploration Limited, March GL Company and the other parties thereto (the “Business
Combination”), the Company does not expect that the 1% excise tax will apply to redemptions of the Company’s ordinary shares
in connection with the shareholder vote to approve the Business Combination.
The Company is incorporated as a Cayman Islands exempted company and, accordingly,
is not a “covered corporation” within the meaning of Section 4501 of the Internal Revenue Code. As a result, based on currently
available guidance and applicable law, the Company does not expect that the excise tax will apply to redemptions of the Company’s
ordinary shares by public shareholders in connection with the extraordinary general meeting to approve the Business Combination.
Accordingly, the Company does not expect that any excise tax will reduce
the amount of cash received by public shareholders who elect to redeem their shares in connection with the Business Combination.
The foregoing discussion is a summary only and is based on the Company’s
current interpretation of applicable law and guidance. Future regulations or other guidance issued by the U.S. Department of the Treasury
or the Internal Revenue Service could potentially affect the application of the excise tax, including with retroactive effect.
| Item 9.01 |
Financial Statements and Exhibits |
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 11, 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 11, 2026 |
By: |
/s/ Robert Labbé |
| |
Name: |
Robert Labbé |
| |
|
Chief Executive Officer |
Exhibit 99.1
Pelican Acquisition Corporation Issues Clarification Regarding Potential
Application of Stock Repurchase Excise Tax
HOUSTON, March 11, 2026 – Pelican Acquisition Corporation
(the “Company”), a Cayman Islands exempted company, today issued a clarification regarding the potential application of the
1% excise tax on certain stock repurchases under Section 4501 of the Internal Revenue Code of 1986, as amended. The excise tax was enacted
as part of the Inflation Reduction Act of 2022.
As previously disclosed in the Company’s proxy statement relating
to its proposed business combination with Greenland Exploration Limited, March GL Company and the other parties thereto (the “Business
Combination”), the Company does not expect that the 1% excise tax will apply to redemptions of the Company’s ordinary shares
in connection with the shareholder vote to approve the Business Combination.
The Company is incorporated as a Cayman Islands exempted company and,
accordingly, is not a “covered corporation” within the meaning of Section 4501 of the Internal Revenue Code. Based on currently
available guidance and applicable law, the Company therefore does not expect that the excise tax will apply to redemptions of the Company’s
ordinary shares by public shareholders in connection with the extraordinary general meeting to approve the Business Combination.
As a result, the Company does not expect that any excise tax will reduce
the amount of cash received by public shareholders who elect to redeem their shares in connection with the Business Combination.
The foregoing discussion is a summary only and reflects the Company’s
current interpretation of applicable law and available guidance. Future regulations or other guidance issued by the U.S. Department of
the Treasury or the Internal Revenue Service could potentially affect the application of the excise tax, including with retroactive effect.
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.
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.
Contact
Robert Labbe
Chief Executive Officer
Email: admin@pelicanacq.com
Tel: (212) 612-1400
