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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):
August 12, 2026
Pelican Acquisition II Corporation
(Exact name of registrant as specified in its charter)
000-00000
| Cayman Islands |
|
001-43307 |
|
00-0000000 N/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 |
| 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 |
|
PLCIU |
|
Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
PLCI |
|
Nasdaq Stock Market LLC |
| ARights,
each exchangeable for one-tenth (1/10) ordinary share |
|
PLCIR |
|
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. Other Events.
On
August 12, 2026, Pelican Acquisition II Corporation (the “Company”) announced that, with the consent of the underwriter,
holders of the Company’s units may elect to separately trade the ordinary shares and rights included in the units, commencing on
or about August 12, 2026. Any units not separated will continue to trade on the Nasdaq Capital Market under the symbol “PLCIU.”
The ordinary shares and rights that are separated are expected to trade on the Nasdaq Capital Market under the symbols “PLCI”
and “PLCIR,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust
Company, the Company's transfer agent, in order to separate the units into ordinary shares, rights and warrants.
On
August 10, 2026, the Company issued a press release announcing the separate trading of the securities underlying the units. A copy of
this press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
|
99.1
|
|
Press Release, dated August 10, 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 II
Corporation |
| |
|
|
| Date: August 12, 2026 |
By: |
/s/
Robert Labbe |
| |
Name: |
Robert Labbe |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Pelican
Acquisition II Corporation Announces Separate Trading of its Ordinary Shares and Rights
NEW YORK,
Aug. 10, 2026
(GLOBE NEWSWIRE) – Pelican Acquisition II Corporation
(Nasdaq: PLCIU) (the “Company”),
a Cayman Islands exempted company, announced that holders of the Company’s units sold
in its initial public offering may elect to separately trade the ordinary shares and rights included in the units, commencing on or about
August 12, 2026.
Any units not
separated will continue to trade on the Nasdaq Capital Market under the symbol “PLCIU” and the separated ordinary shares
and rights are expected to trade under the symbols “PLCI” and “PLCIR,” respectively. Holders of units will
need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to
separate the units into ordinary shares and rights.
Each unit consists of one ordinary share and one right to receive
one-tenth (1/10) of one ordinary share.
This press release shall not constitute an offer to sell
or the 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
Pelican Acquisition II
Corporation
Chief Executive Officer
(212) 574-4425