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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): July 29, 2026
Pelican Acquisition II Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42717 |
|
00-0000000N/A |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1185 Avenue of the Americas, 3rd
Fl. New York, NY |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: Telephone: (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) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 |
|
PLCIU |
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Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
PLCI |
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Nasdaq Stock Market LLC |
| Rights, each exchangeable for one-tenth (1/10) ordinary share |
|
PLCIR |
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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 1.01 Entry into a Material Definitive Agreement.
On July 27, 2026, Pelican Acquisition II Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option in connection with the closing of the IPO. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.
EarlyBirdCapital Inc. acted as the sole book-running manager in connection with the offering pursuant to the Underwriting Agreement dated July 23, 2026.
In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1, as amended (File No. 333-296688), originally filed with the U.S. Securities and Exchange Commission on June 11, 2026 and declared effective on July 23, 2026 (the “Registration Statement”):
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Underwriting Agreement, dated July 23, 2026, by and between the Company and EarlyBirdCapital Inc., as sole book-running manager for the offering, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; |
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● |
Rights Agreement, dated July 23, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.4 hereto and incorporated herein by reference; |
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Letter Agreement, dated July 23, 2026, by and among the Company, its officers and directors, and Pelican II Capital Solutions Limited (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; |
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Investment Management Trust Agreement, dated July 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference; |
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Registration Rights Agreement, dated July 23, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference; |
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Private Placement Units Purchase Agreement, dated July 23, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference; and |
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Administrative Services Agreement, dated March 13, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.9 hereto and incorporated herein by reference; |
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Share Escrow Agreement, dated as of July 24, 2026, by and among Pelican Acquisition II Corporation, Pelican II Capital Solutions Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent, pursuant to which the Founder Shares were deposited into escrow, a copy of which is filed as Exhibit 10.10 hereto and incorporated herein by reference. |
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Indemnification Agreements, each dated July 23, 2026, by and between the Company and each of its directors and officers, including Robert Labbe, Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan, copies of which are filed as Exhibits 99.3, 99.4, 99.5 and 99.6 hereto and incorporated herein by reference. |
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 386,500 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $3,865,000. Of the Private Units, 311,500 units were purchased by Pelican II Capital Solutions Limited, the Company’s sponsor, and 75,000 units were purchased by EarlyBirdCapital, Inc. and/or its designees. The Private Units are identical to the Units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration rights as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 23, 2026, in connection with the effectiveness of the Company’s Registration Statement, Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan, became members of the board of directors (the “Board”) of the Company.
The Board has determined that each of Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan qualify as an independent director under the applicable listing standards of the Nasdaq Capital Market (“Nasdaq”) and under the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan serve as members of the Company’s audit committee and compensation committee. Sean Michael Deegan serves as chairperson of the audit committee and Becky Fallon serves as chairperson of the compensation committee. Sean Michael Deegan qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
The directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Other than the foregoing, none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On July 23, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.
A copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit No. |
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Description |
| 1.1 |
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Underwriting Agreement, dated July 23, 2026, by and between the Company and EarlyBirdCapital Inc., as sole book-running manager for the offering. |
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| 3.1 |
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Second Amended and Restated Memorandum and Articles of Association |
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| 4.4 |
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Rights Agreement, dated July 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company |
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| 10.1 |
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Letter Agreement, dated July 23, 2026, by and among the Company, its officers and directors, and Pelican II Capital Solutions Limited |
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| 10.2 |
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Investment Management Trust Agreement, dated July 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company |
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| 10.3 |
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Registration Rights Agreement, dated July 23, 2026, by and between the Company and Pelican II Capital Solutions Limited |
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| 10.7 |
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Private Placement Units Purchase Agreement, dated July 23, 2026, by and between the Company and the Sponsor |
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| 10.9 |
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Administrative Services Agreement, dated March 13, 2026, by and between the Company and the Sponsor |
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| 10.10 |
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Share Escrow Agreement, dated as of July 24, 2026, by and among Pelican Acquisition II Corporation, Pelican II Capital Solutions Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent. |
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| 10.11 |
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Indemnification Agreement, dated July 23, 2026, by and between Pelican Acquisition II Corporation and Robert Labbe. |
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| 10.12 |
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Indemnification Agreement, dated July 23, 2026, by and between Pelican Acquisition II Corporation and Daniel M. McCabe. |
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| 10.13 |
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Indemnification Agreement, dated July 23, 2026, by and between Pelican Acquisition II Corporation and Becky Fallon. |
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| 10.14 |
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Indemnification Agreement, dated July 23, 2026, by and between Pelican Acquisition II Corporation and Sean Michael Deegan. |
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| 99.1 |
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Press Release Announcing Pricing of IPO. |
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| 99.2 |
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Press Release Announcing Closing of IPO and full exercise of Over-allotment |
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| 104 |
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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.
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Pelican Acquisition II Corporation |
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| Date: July 31, 2026 |
By: |
/s/ Robert Labbe |
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Name: |
Robert Labbe |
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Title: |
Chief Executive Officer and Chairman
(Principal Executive Officer, Principal Accounting Officer, and Principal Financial Officer) |
Exhibit 99.1
Pelican Acquisition II Corporation Announces Pricing of $75,000,000
Initial Public Offering
New York, NY, July 23, 2026 – Pelican Acquisition II Corporation (NASDAQ: PLCIU) (the “Company”), a Cayman Islands exempted company, announced that it priced its initial public offering of 7,500,000 units at $10.00 per unit on July 23, 2026. The units will be listed on the Nasdaq Capital Market (“NASDAQ”) and are expected to trade under the ticker symbol “PLCIU” beginning on July 24, 2026. Each unit consists of one ordinary share of the Company and one right, with each right entitling the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on NASDAQ under the symbols “PLCI” and “PLCIR”, respectively. The offering is expected to close on July 27, 2026, subject to customary closing conditions.
EarlyBirdCapital, Inc. is acting as sole book-running manager in the offering. EarlyBirdCapital has been granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company at the initial public offering price to cover over-allotments, if any.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on July 23, 2026. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, by contacting EarlyBirdCapital, Inc., 366 Madison Avenue, 8th floor, New York, NY 10017, Attention: Syndicate Department, or by calling 212-661-0200. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Pelican Acquisition II Corporation
Pelican Acquisition II 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. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. No assurance can be given that the initial public offering will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as described in the offering prospectus. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact
Robert Labbe
Chief Executive Officer
Email: admin@pelicanacq.com
Tel: (212) 612-1400
Exhibit
99.2
Pelican
Acquisition II Corporation Announces Closing of
Initial Public Offering
NEW
YORK, NY, July 28, 2026 (GLOBE NEWSWIRE) – Pelican Acquisition II Corporation (Nasdaq: PLCIU, the “Company”) announced
today that it has closed on July 27, 2026 its initial public offering of 8,625,000 units at $10.00 per unit, including the 1,125,000
units issued pursuant to the full exercise by the underwriters of their over-allotment option, resulting in aggregate gross proceeds
of $86,250,000, before deducting underwriting discounts and estimated offering expenses.
Each
unit consists of one ordinary share of the Company and one right, with each right entitling the holder thereof to receive one-tenth (1/10)
of one ordinary share upon the consummation of an initial business combination. The units are listed on The Nasdaq Capital Market (“Nasdaq”)
and began trading under the ticker symbol “PLCIU” on July 24, 2026. Once the securities comprising the units begin separate
trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “PLCI,” and “PLCIR,”
respectively.
EarlyBirdCapital,
Inc. acted as sole book-running manager for this offering.
A
registration statement relating to these securities was declared effective by the Securities and Exchange Commission on July 23, 2026.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, by contacting EarlyBirdCapital, Inc.,
366 Madison Avenue, New York, NY 10017, Attention: Syndicate Department, or by calling 212-661-0200. Copies of the registration statement
can be accessed through the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Pelican Acquisition II Corporation
Pelican
Acquisition II 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. The Company’s efforts to identify a
prospective target business will not be limited to a particular industry or geographic region.
Forward-Looking
Statements
This
press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that
are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect
thereto or any change in events, conditions or circumstances on which any statement is based.
Contact
Robert
Labbe
Chief
Executive Officer
Email:
admin@pelicanacq.com
Tel:
(212) 612-1400