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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March
19, 2026
Date of Report (Date of earliest event reported)
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) |
|
(I.R.S. 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
N/A
(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 of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 |
|
PELI |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
PELI U |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth of one ordinary share |
|
PELI R |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On
March 19, 2026, Pelican Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders
(the “Extraordinary General Meeting”). The record date for shareholders entitled to notice of, and to vote at, the Extraordinary
General Meeting was February 19, 2026. As of the close of business on the record date, there were 11,998,750 ordinary shares issued
and outstanding and entitled to vote at the Extraordinary General Meeting. Of these shares, 7,034,878 ordinary shares (representing approximately
58.63%) were present virtually or represented by proxy at the Extraordinary General Meeting, constituting a quorum.
At
the Extraordinary General Meeting, the Company’s shareholders considered the proposals described in the Company’s definitive
proxy statement/prospectus filed with the Securities and Exchange Commission. The final voting results for each proposal submitted to
shareholders are set forth below.
Proposal
1
The
Company’s shareholders approved the Business Combination Proposal. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 6,509,645 |
|
400,135 |
|
125,098 |
Proposal
2
The
Company’s shareholders approved the Conversion Proposal. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 6,507,603 |
|
402,162 |
|
125,113 |
Proposal
3
The
Company’s shareholders approved the Governing Documents Proposal. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 6,509,645 |
|
400,135 |
|
125,098 |
Proposal
4
The
Company’s shareholders approved the Governing Documents Advisory Proposals. The votes cast were as follows.
| For |
|
Against |
|
Abstain |
| 6,508,445 |
|
401,335 |
|
125,098 |
Proposal
5
The
Company’s stockholders approved the Stock Issuance Proposal. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 6,506,635 |
|
403,145 |
|
125,098 |
Proposal
6
The
Company’s stockholders approved the Incentive Plan Proposal. The votes cast were as follows:
| For |
|
Against |
|
Abstain |
| 6,505,085 |
|
403,345 |
|
126,448 |
As there were sufficient
votes at the time of the Extraordinary General Meeting to approve each of the above proposals, the
“Adjournment Proposal” described in the proxy statement/prospectus was not presented to stockholders.
Based on the results
of the Extraordinary General Meeting, and subject to the satisfaction or waiver of certain other closing
conditions as described in the proxy statement/prospectus, the transactions (the “Transactions”) contemplated by the Agreement
and Plan of Merger, dated as of September 9, 2025 (the “Merger Agreement”), are expected to be consummated on or around
March 24, 2026. As previously disclosed, following the consummation of the Transactions, the common stock of Greenland Energy Company
is expected to begin trading on the Nasdaq Global Market under the symbol “GLND” on March 25, 2026.
In connection
with the Extraordinary General Meeting, holders of 7,562,343 ordinary shares exercised their
right to redeem such shares for a pro rata portion of the funds in the Company’s trust account, for an aggregate redemption amount
of $77,740,886.04, representing a per-share redemption price of approximately $10.28.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
|
99.1
|
|
Press Release dated March 19, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 19, 2026 |
By: |
/s/
Robert Labbe |
| |
Name: |
Robert Labbe |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Pelican Acquisition Corporation (NASDAQ: PELI)
Announces Successful Approval of its Business Combination with Pelican Holdco, Inc., Greenland Exploration Limited, and March GL Company
at the Extraordinary General Meeting of Shareholders held on March 19, 2026
Houston — March 19, 2026 — Pelican
Acquisition Corporation (“Pelican”), a publicly traded special purpose acquisition corporation, today announced the successful
approval of its proposed business combination with Pelican Holdco, Inc. (“PubCo”), Greenland Exploration Limited (“Greenland”),
and March GL Company (“March GL”) at its extraordinary general meeting of shareholders held on March 19, 2026 (the “Extraordinary
General Meeting”). At the Extraordinary General Meeting the shareholders of Pelican additionally approved all other proposals presented
at the meeting. PubCo, Greenland, March GL, and Pelican expect the business combination to be consummated on or about March 24, 2026.
About the Transaction
Greenland Exploration Limited, March GL Company, and
Pelican Holdco, Inc. 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.
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 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 Exploration Limited, March GL Company, 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 Exploration
Limited, March GL Company, and PubCo through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Pelican, Greenland Exploration Limited, March GL Company,
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 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 PubCo, 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 PubCo’s
views as of any subsequent date, and none of Pelican, Greenland Exploration Limited, March GL Company, 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 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 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 Exploration Limited, March
GL Company, 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 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, PubCo, 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
