[SCHEDULE 13D] Pelican Acquisition Corporation Unit SEC Filing

Rhea-AI Filing Summary

Key takeaways from Pelican Acquisition Corp’s Schedule 13D filing dated 30 May 2025:

Pelican Sponsor LLC disclosed beneficial ownership of 3,087,500 ordinary shares, equal to 25.73 % of the 11,998,750 shares outstanding. The stake consists of (i) 2,875,000 founder shares originally purchased on 22 Aug 2024 for $25,000 and (ii) 212,500 shares underlying private-placement units acquired at $10 per unit. The Sponsor controls the largest single block of the SPAC’s equity and, under lock-up and voting agreements, is obliged to vote its shares in favour of any proposed business combination and refrain from redemption under specified circumstances.

On 30 May 2025 the Sponsor amended its operating agreement, transferring 91.70 % of its interest to Aspira Capital Consulting LTD, making Aspira the new majority owner of the Sponsor and, indirectly, the SPAC’s largest shareholder. The filing reiterates that the shares were acquired for investment purposes; future purchases or sales remain possible subject to market conditions and lock-up provisions. No criminal or civil proceedings involving the reporting person were reported in the past five years.

Overall, the document confirms a concentrated insider holding, outlines historical capital injections (founder shares and private-placement units) and signals a significant shift in ultimate control of the Sponsor from its original member to Aspira Capital, which could influence future decision-making on the SPAC’s initial business combination.

Positive

• Significant insider alignment: Sponsor and new majority owner Aspira Capital hold 25.73 % of shares and are contractually required to vote for a business combination, aligning interests with public shareholders.
• No adverse legal history disclosed: The reporting person reports no criminal or civil judgments in the past five years, reducing perceived regulatory risk.

Negative

• High ownership concentration: A single entity indirectly controls over a quarter of outstanding shares, limiting influence of public investors.
• Control transfer uncertainty: 91.70 % transfer of Sponsor interest to Aspira Capital introduces new strategic objectives that are not yet articulated to the market.

Insights

Financial Analyst

TL;DR: Sponsor owns 25.7 % of PELIU; control shifted to Aspira Capital, reinforcing insider influence ahead of SPAC deal.

The filing formalises Pelican Sponsor LLC’s sizeable 3.09 million-share stake, giving it blocking power over any shareholder vote. While large insider ownership aligns incentives with public holders, the 91.7 % transfer to Aspira Capital materially changes the control dynamic: future deal sourcing and governance will depend on Aspira’s strategy and reputation. No new capital is injected; therefore, the disclosure is governance-oriented rather than financial. Market impact should be limited unless investors perceive Aspira’s involvement as positive or negative for deal execution.

Corporate Governance Expert

TL;DR: Governance neutral; ownership transfer concentrates decision power but maintains existing lock-up and voting restraints.

Aspira Capital now indirectly controls a quarter of Pelican Acquisition’s equity through the Sponsor yet remains bound by pre-IPO contractual obligations: no redemptions, pro-combination voting and a 15-month combination deadline. These covenants mitigate immediate minority-shareholder risk. However, the high concentration (single entity >25 %) raises typical SPAC governance concerns—limited voice for public holders and potential conflicts in target selection. The absence of legal proceedings and continued adherence to lock-ups keep the overall governance impact neutral for now.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Pelican Acquisition Corp

(Name of Issuer)

Ordinary Share, par value $0.0001 per share

(Title of Class of Securities)

G6993G103

(CUSIP Number)

Robert Labbe
1185 Avenue of the Americas, Suite 304
New York, NY, 10036
(212) 612-1400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6993G103

1

Name of reporting person

Pelican Sponsor LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,087,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,087,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,087,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.73 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Includes (i) 2,875,000 ordinary shares of the Issuer, $0.0001 par value ("Founder Shares") as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-286452) and (ii) 212,500 ordinary shares of the Issuer underlying units (each unit consisting of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Issuer's initial business combination, acquired pursuant to a Private Placement Unit Purchase Agreement by and between Pelican Sponsor LLC (the "Sponsor") and the Issuer. On May 30, 2025, the Sponsor and its member entered into the First Amendment to the Operating Agreement, whereby 91.70% of the Sponsor's interest was transferred to Aspira Capital Consulting LTD, making it the majority holder of the Sponsor.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Share, par value $0.0001 per share
(b)	Name of Issuer: Pelican Acquisition Corp
(c)	Address of Issuer's Principal Executive Offices: 1185 Avenue of the Americas, Suite 304, New York, NEW YORK , 10036.
Item 2.	Identity and Background
(a)	This statement is filed by the Reporting Person. The Reporting Person is the holder of record of approximately 25.73% of the Issuer's outstanding Ordinary Shares based on the number of Ordinary Shares outstanding as of June 18, 2025.
(b)	The principal business address of the Reporting Person is 1185 Avenue of the Americas, Suite 304, New York, NY 10036.
(c)	The Reporting Person is the Sponsor of the Issuer in connection with the Issuer's initial public offering and potential business combination.
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings any violation with respect to such laws.
(f)	The Reporting Person is a Delaware limited liability company.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	In connection with the organization of the Issuer, on August 22, 2024, pursuant to a Subscription Agreement, the Issuer issued an aggregate of 2,875,000 ordinary shares as Founder Shares, to the Sponsor for an aggregate purchase price of $25,000. Such Founder Shares include 375,000 ordinary shares that will be subject to forfeiture if the underwriters' over-allotment option is not exercised in full. Simultaneously with the consummation of the Issuer's initial public offering, the Sponsor purchased 201,250 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated May 22, 2025). On May 28, 2025, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 1,125,000 additional units (the "Option Units") at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 30, 2025. Simultaneously with the closing of the over-allotment option, the Sponsor purchased 11,250 Additional Units of the Issuer at $10.00 per Placement Unit, as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. On May 30, 2025, the Sponsor and its member entered into the First Amendment to the Operating Agreement, whereby 91.70% of the Sponsor's interest was transferred to Aspira Capital Consulting LTD, making it the majority holder of the Sponsor. The Ordinary Shares owned by the Reporting Person have been acquired for investment purposes. The Reporting Person may make further acquisitions of the Ordinary Shares from time to time and, subject to certain restrictions, may dispose of any or all of the Ordinary Shares held by the Reporting Person at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors, subject to certain lock-up restrictions. Except for the foregoing, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Person, the Reporting Person has agreed (A) to vote their shares in favor of any proposed business combination; (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) (i) a proposed initial business combination or (ii) an amendment to certain provisions of the Issuer's amended and restated memorandum and articles of association; and (C) not to redeem any Founder Shares or the Ordinary Shares comprising the Private Placement Units in connection with the liquidation of the Trust Account (as defined below) if the Issuer fails to complete an initial business combination within 15 months from the completion of its initial public offering. The Reporting Person may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The aggregate number and percentage of Ordinary Shares beneficially or directly owned by the Reporting Person is based upon a total of 11,998,750 ordinary shares and outstanding as of June 18, 2025. The Reporting Person beneficially owns 3,087,500 Ordinary Shares, representing approximately 25.73% of the total issued and outstanding ordinary shares.
(b)	The responses to Items 7 - 13 of the cover pages of this Schedule 13D are incorporated herein by reference. The beneficial ownership of the Reporting Person is 3,087,500 Ordinary Shares, representing approximately 25.73% of total issued and outstanding Ordinary Shares.
(c)	The Reporting Person has not effected any transactions of the Issuer's Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Subscription Agreement between the Issuer and Sponsor On August 22, 2024, the Issuer and Sponsor entered into a Subscription Agreement, pursuant to which the Issuer issued an aggregate of 2,875,000 ordinary shares as Founder Shares, to the Sponsor for an aggregate purchase price of $25,000. The description of the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.5 to the Issuer's Form S-1/A, filed by the Issuer with the SEC on April 30, 2025 (and is incorporated by reference herein as Exhibit 10.5). On May 30, 2025, the Sponsor and its member entered into the First Amendment to the Operating Agreement, whereby 91.70% of the Sponsor's interest was transferred to Aspira Capital Consulting LTD, making it the majority holder of the Sponsor. Private Placement Unit Purchase Agreement On May 22, 2025, the Issuer and Sponsor entered into a Private Placement Unit Purchase Agreement, pursuant to which the Sponsor purchased 201,250 units ("Placement Units") of the Issuer at $10.00 per Placement Unit simultaneously with the consummation of the Issuer's initial public offering. Additionally, if the underwriters in the IPO exercise their over-allotment option in full or in part, the Sponsor will purchase up to an additional 11,250 units ("Additional Unit") at $10.00 per Additional Unit, for an aggregate purchase price of up to $112,500. Each Placement Unit consists of one ordinary share and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the Issuer's initial business combination (as described more fully in the Issuer's Final Prospectus dated May 22, 2025). The description of the Private Placement Unit Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.6 to the Issuer's Form 8-K, filed by the Issuer with the SEC on May 28, 2025 (and is incorporated by reference herein as Exhibit 10.6). Insider Letter On May 22, 2025, in connection with the IPO, the Issuer and the Sponsor entered into a letter agreement (the "Letter Agreement"). Pursuant to the Letter Agreement, the Sponsor agreed (A) to vote its Founder Shares, any Ordinary Shares underlying the Placement Units and any public shares (other than public shares purchased outside of a redemption offer which may not be voted in favor of approving the Business Combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) in favor of any proposed business combination, (B) not to propose an amendment to the Issuer's Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Issuer's obligation to redeem the public shares if the Issuer has not consummated a business combination within 15 months from the completion of the initial public offering or any other provision relating to shareholders' rights or pre-initial business combination activity, (C) not to redeem any Founder Shares and any shares underlying the Placement Units into the right to receive cash from the Trust Account of the Issuer (as defined in the Insider Letter) in connection with a shareholder vote to approve the Issuer's proposed business combination or a vote to amend the provisions of the Issuer's Amended and Restated Memorandum and Articles of Association relating to shareholders' rights or pre-business combination activity and (D) that the Founder Shares and any Ordinary Shares underlying the Placement Units shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. The Sponsor also agreed that in the event of the liquidation of the Trust Account, it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on May 28, 2025 (and is incorporated by reference herein as Exhibit 10.1). Registration Rights Agreement On May 22, 2025, in connection with the Issuer's initial public offering, the Issuer and the Sponsor entered into a registration rights agreement, pursuant to which the Sponsor was granted certain demand and "piggyback" registration rights, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on May 28, 2025 (and is incorporated by reference herein as Exhibit 10.3).
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Letter Agreement, dated as of May 22, 2025, by and between the Issuer, the Sponsor, and the Issuer's officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 28, 2025). https://www.sec.gov/Archives/edgar/data/2037431/000182912625003997/pelicanacq_ex10-1.htm Exhibit 2 - Private Placement Unit Purchase Agreement, dated May 22, 2025, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 28, 2025). https://www.sec.gov/Archives/edgar/data/2037431/000182912625003997/pelicanacq_ex10-6.htm Exhibit 3 - Registration Rights Agreement, dated as of May 22, 2025, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 28, 2025). https://www.sec.gov/Archives/edgar/data/2037431/000182912625003997/pelicanacq_ex10-3.htm Exhibit 4 - Subscription Agreement, dated as of August 22, 2024, by and between the Issuer and Sponsor (incorporated by reference to Exhibit 10.5 to the Issuer's Form S-1/A, filed by the Issuer with the SEC on April 30, 2025). https://www.sec.gov/Archives/edgar/data/2037431/000182912625003227/pelicanacq_ex10-5.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pelican Sponsor LLC

Signature:	/s/ Chen Chen
Name/Title:	Chen Chen / Managing Member
Date:	06/18/2025

FAQ

How many Pelican Acquisition (PELIU) shares does Pelican Sponsor LLC own?

The Sponsor beneficially owns 3,087,500 ordinary shares, equal to 25.73 % of shares outstanding.

What triggered this Schedule 13D filing for PELIU?

A 91.70 % transfer of the Sponsor’s interest to Aspira Capital on 30 May 2025 required an updated disclosure of beneficial ownership.

What are the components of the Sponsor’s stake in PELIU?

It includes 2,875,000 founder shares and 212,500 ordinary shares underlying private-placement units.

Does the Sponsor have voting restrictions on its PELIU shares?

Yes. The Sponsor must vote for any proposed business combination and cannot redeem its shares under agreed lock-up terms.

Has Pelican Sponsor LLC faced any legal actions in the past five years?

No. The filing states no criminal or civil proceedings involving the reporting person during that period.