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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 23, 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 23, 2026, Pelican Acquisition Corporation (the “Company” or “Pelican”) issued a press release announcing
that the Company, along with Greenland Energy Company, had secured critical arctic logistics support and selected Desgagnés to mobilize
for Jameson Land Basin Drilling.
The
information in this Item 7.01, Exhibit 99.1, and Exhibit 99.2 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 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 |
|
Press Release dated February 23, 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 23, 2026 |
By: |
/s/ Robert Labbé |
| |
Name: |
Robert Labbé |
| |
|
Chief Executive Officer |
Exhibit 99.1
Pelican Acquisition Corporation (NASDAQ: PELI)
and Greenland Energy Secure Critical Arctic Logistics Support; Selects Desgagnés to Mobilize for Jameson Land Basin Drilling
Strategic agreement secures specialized vessel
capacity to support the first onshore oil exploration program in Greenland in over 50 years
Quebec City & Houston — February 23,
2026 — The leadership team behind the formation of Greenland Energy Company (“Greenland”) today announced
a strategic logistics agreement that had been entered with Desgagnés, a premier Canadian maritime group, to support the transportation
of cargo for upcoming drilling operations in the Jameson Land Basin with coordination from and approval by Royal Arctic Line, Greenland’s
exclusive license holder for maritime logistics.
This agreement provides the specialized ice-class
vessel and arctic beach landing capacity required to mobilize equipment and crews for one of the industry’s most anticipated frontier
projects. Desgagnés also provides port services at the Port of Valleyfield, a port specializing in consolidating Arctic projects
and handling breakbulk cargo. Desgagnés’ beach-landing services are designed to complement Royal Arctic Line’s essential
sealift services and operate within RAL’s national logistics framework. It marks a pivotal operational milestone as the company
prepares to unlock a basin with significant oil resource potential.
This agreement was executed by March GL Company, the
entity along with Greenland Exploration Ltd. set to merge with Pelican Acquisition Corporation (“Pelican”) (NASDAQ: PELI).
Upon closing of the pending business combination, the resulting company – Greenland Energy Company – is expected to list on
Nasdaq under the ticker symbol “GLND.”
“Reliable Arctic logistics are the backbone
of execution in this region,” said Robert Price, CEO of March GL and incoming CEO of Greenland Energy Company. “We are
moving from planning to action. Desgagnés brings the specific high-latitude experience and marine assets necessary to safely transport
our drilling infrastructure into the Jameson Land Basin. Working closely with Royal Arctic Line ensures alignment with Greenland’s
logistics framework and strengthens overall supply chain resilience. This partnership ensures we have the supply chain resilience to execute
our 2026 campaign and deliver on the basin’s world-class potential.”
The collaboration supports the launch of Greenland’s
first onshore oil exploration program in more than half a century. Larry Swets, CEO of Greenland Exploration Limited and future Executive
Chairman, emphasized the strategic timing: “We are rapidly de-risking this project – not just geologically, but operationally.”
Headquartered in Quebec, Desgagnés operates
a modern fleet of ice-class vessels across the Arctic. The partnership underscores a shared commitment to responsible development in sensitive
environments. As the national maritime logistics authority and key partner, Royal Arctic Line’s collaboration with Desgagnés
on the beach-landing scope supports safe, coordinated execution in Greenland.
“Operating in the Arctic requires deep respect
for the region’s population, environment, and its technical complexity,” said Louis-Marie Beaulieu, Chairman of the Board
and CEO of Desgagnés. “Our collaboration with the Greenland Energy team reflects a shared commitment to safety and the long-term
prosperity of northern communities. We also value our operational alignment and collaboration with Royal Arctic Line to ensure safety,
compliance, and complementary capabilities. We are proud to help enable one of the most ambitious energy projects in the world.”
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.
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.
About Royal Arctic Line
Royal Arctic Line (RAL) is Greenland’s state-owned
shipping company and the exclusive license holder for maritime transport to, from, and within Greenland. RAL provides essential sealift
services that connect Greenlandic communities with international markets and works with partners to ensure safe, compliant logistics
for projects across the country. More information: www.ral.gl
About Desgagnés
Desgagnés is a Quebec-based maritime and logistics
group operating a modern fleet of ice-class vessels serving the Great Lakes–St. Lawrence corridor, the Canadian Arctic, and international
routes. The company provides integrated marine transportation, commercial port operations—including project cargo consolidation
at the Ports of Valleyfield and Bécancour—and specialized lifting services through its crane rental division. Desgagnés
also maintains long-standing partnerships with Indigenous communities across the Canadian Arctic, supporting sustainable northern supply
chains and major industrial projects. With more than 1,200 employees in peak season, Desgagnés is a leading contributor to Canada’s
marine and Arctic logistics sectors.
Desgagnés - A driving force in Canadian and
international merchant marine operations
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
