PubCo warrants unlisted in Pelican (PELI) SPAC deal as S-4 covers 35.2M shares

Rhea-AI Filing Summary

Pelican Acquisition Corporation filed a Form 8-K describing a prospectus supplement for its planned business combination among Pelican, Pelican Holdco, Inc. (“PubCo”), Greenland Exploration Limited, and March GL Company. The related S-4 registration statement covers up to 35,172,375 PubCo common shares and 1,500,000 warrants issued in the transaction. The supplement clarifies that PubCo warrants will not be listed or traded on Nasdaq or any other exchange, meaning they will not be publicly traded. The filing warns investors that PubCo warrants may have lower liquidity than exchange-listed securities and should be approached with caution.

Insights

Capital markets and SPAC structures analyst

Pelican’s SPAC deal proceeds, but PubCo warrants will trade off-exchange with lower liquidity.

The business combination among Pelican Acquisition Corporation, Pelican Holdco, Inc., Greenland Exploration Limited, and March GL Company uses a Form S-4 registering up to 35,172,375 PubCo common shares and 1,500,000 warrants tied to the transaction.

The new supplement clarifies that these PubCo warrants will not be listed on Nasdaq or any other exchange, so they will not trade on a public market. That typically means wider bid–ask spreads and more difficulty entering or exiting positions compared with listed instruments.

For equity investors, the core share component of the deal remains as previously described. For warrant-focused holders, value realization will depend more on private transaction opportunities or later structural changes, as the current clarification emphasizes reduced liquidity and the absence of an exchange venue.

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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 3, 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 8.01 Regulation FD Disclosure

On March 3, 2026, Pelican Holdco, Inc. (“PubCo”) and Pelican Acquisition Corporation (“Pelican”) filed with the U.S. Securities and Exchange Commission a prospectus supplement on Form 424(b)(3) (the “Prospectus Supplement”) to amend and supplement the information included in the prospectus dated February 18, 2026 (the “Prospectus”), which forms a part of the Registration Statement on Form S-4 (Registration No. 333-291171). The Prospectus Supplement clarifies that the warrants of PubCo will not be listed or traded on the Nasdaq Stock Market LLC or any other listing exchange.

Other than the above-described amendment, which is set forth in detail within the Prospectus Supplement to the Prospectus, the revisions do not alter any other aspects of the Prospectus. The Prospectus Supplement is not complete without the Prospectus. The Prospectus Supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information in the Prospectus Supplement updates or supersedes the information contained in the Prospectus.

Reference is made to the Prospectus Supplement which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 8.01.

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. (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 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.

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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 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.

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Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Prospectus Supplement, dated March 3, 2026, to the prospectus/proxy statement dated February 18, 2026, which forms a part of the Registration Statement of Pelican Holdco, Inc. on Form S-4.
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: March 3, 2026	By:	/s/ Robert Labbé
	Name:	Robert Labbé
		Chief Executive Officer

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Exhibit 99.1

PROSPECTUS SUPPLEMENT NO. 1, DATED MARCH 3, 2026

(To the Proxy Statement/Prospectus dated February 18, 2026)

SUPPLEMENT TO

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PELICAN ACQUISITION CORPORATION

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR UP TO 35,172,375 SHARES OF COMMON STOCK AND
1,500,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
PELICAN HOLDCO, INC.

(PELICAN HOLDCO, INC. TO BE RENAMED “GREENLAND ENERGY COMPANY” IN

CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

On February 20, 2026, Pelican Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), commenced mailing the definitive proxy statement/prospectus dated February 18, 2026 (the “Proxy Statement/Prospectus”) related to the extraordinary general meeting of shareholders to be held on March 17, 2026 to approve, among other things, the approval of its previously announced proposed business combination (the “Business Combination”), by and among SPAC, Pelican Holdco, Inc., a Texas corporation (“PubCo”), SPAC Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), Greenland Exploration Limited, a Texas corporation (“Greenland”), Greenland Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of PubCo (“Greenland Merger Sub”), March GL Company, a Texas corporation (“March GL”, and together with Greenland, each a “Company” and collectively, the “Companies”), and March GL Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of PubCo (“March GL Merger Sub”). PubCo, SPAC, and the Companies filed the Proxy Statement/Prospectus with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement (the “Registration Statement”) on Form S-4 (Registration No. 333-291171) relating to the issuance of up to 35,172,375 shares of common stock and 1,500,000 warrants to purchase shares of common stock of PubCo in connection with the Business Combination.

This supplement No. 1, dated March 3, 2026 (this “Supplement”), is being filed by PubCo, SPAC, and the Companies with the SEC to update, amend and supplement certain information contained in the Proxy Statement/Prospectus, which forms part of the Registration Statement. Except as otherwise set forth below, the information in the Proxy Statement/Prospectus remains unchanged. The page reference is to the page in the Proxy Statement/Prospectus, and terms used herein, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus.

This Supplement is not complete without, and may not be utilized except in connection with, the Proxy Statement/Prospectus, including any supplements and amendments thereto.

You should read carefully and in their entirety this Supplement and the Proxy Statement/Prospectus and all accompanying annexes and exhibits. In particular, you should review and consider carefully the matters discussed under the heading “Risk Factors” beginning on page 58 of the Proxy Statement/Prospectus.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the transactions described in the Proxy Statement/Prospectus or any of the securities to be issued in the Business Combination (as defined in the Proxy Statement/Prospectus), passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosure in the Proxy Statement/Prospectus or this Supplement. Any representation to the contrary constitutes a criminal offense.

Prospectus supplement dated March 3, 2026

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Supplemental Clarification to the Proxy Statement/Prospectus

This Supplement is filed to clarify that the Pubco Warrants will not be listed on the Nadsaq Stock Market LLC or any other listing exchange. Accordingly, the PubCo Warrants will not be publicly traded. Investors are advised to exercise caution in dealing in the PubCo Warrants due to lower liquidity position as compared to a Nasdaq listing.

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FAQ

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

Pelican Acquisition Corporation disclosed a prospectus supplement tied to its SPAC business combination. The supplement updates the existing S-4 proxy/prospectus and clarifies that PubCo warrants issued in the deal will not be listed or traded on Nasdaq or any other securities exchange.

How many Pelican Holdco (PubCo) securities are covered in the SPAC registration?

The Form S-4 registration linked to Pelican’s SPAC transaction covers up to 35,172,375 shares of PubCo common stock and 1,500,000 PubCo warrants. These securities are to be issued in connection with the business combination involving Greenland Exploration Limited and March GL Company.

Will PubCo warrants related to Pelican (PELI) trade on Nasdaq or another exchange?

No, the supplement makes clear that PubCo warrants will not be listed or traded on the Nasdaq Stock Market LLC or any other exchange. As a result, PubCo warrants will not be publicly traded, which can significantly affect ease of trading and market visibility.

What liquidity risks did Pelican highlight for PubCo warrant investors?

Pelican specifically warns that PubCo warrants will have a lower liquidity position than if they were Nasdaq-listed. Without an exchange listing, holders may face wider spreads, fewer potential counterparties, and more difficulty buying or selling warrant positions at desired prices.

Which companies are involved in Pelican Acquisition Corporation’s SPAC business combination?

The business combination involves Pelican Acquisition Corporation, Pelican Holdco, Inc. (PubCo), Greenland Exploration Limited, and March GL Company. Following completion of the deal, PubCo is expected to be renamed Greenland Energy Company and will be the go-forward public company.

Where can Pelican (PELI) shareholders find full details on the SPAC merger?

Shareholders can review the effective Form S-4 registration statement, which includes the proxy statement/prospectus, and the March 3, 2026 prospectus supplement. These documents, filed with the SEC, are available free of charge through the SEC’s website, providing comprehensive information about the transaction.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 12.5 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.9 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB