Pelican Acquisition Corp. Files 8-K

TL;DR

Pelican Acquisition Corp. filed an 8-K on 9/9/25, signaling a material definitive agreement.

AI Summary

Pelican Acquisition Corp. entered into a material definitive agreement on September 9, 2025. The filing is a current report (8-K) and includes financial statements and exhibits. Pelican Acquisition Corp. is incorporated in the Cayman Islands and its fiscal year ends on January 31.

Why It Matters

This filing indicates a significant event or agreement for Pelican Acquisition Corp., requiring disclosure to investors.

Risk Assessment

Risk Level: low — This is a standard 8-K filing for a material definitive agreement, which is routine corporate disclosure.

Key Players & Entities

• Pelican Acquisition Corp. (company) — Registrant
• September 9, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share PELI The Nasdaq Stock Mar
• $215,000,000, b — tock with an aggregate value equal to US$215,000,000, based upon a per share value of US$10.00.
• $10.00 — ,000, based upon a per share value of US$10.00. Registration Statement and Sharehold
• $5,000,001 — ll have net tangible assets of at least $5,000,001; (e) Holdco's initial listing applicati

Filing Documents

• pelicanacq_8k.htm (8-K) — 71KB
• pelicanacq_ex2-1.htm (EX-2.1) — 591KB
• pelicanacq_ex10-1.htm (EX-10.1) — 70KB
• pelicanacq_ex10-2.htm (EX-10.2) — 83KB
• pelicanacq_ex10-3.htm (EX-10.3) — 34KB
• pelicanacq_ex10-4.htm (EX-10.4) — 70KB
• pelicanacq_ex99-1.htm (EX-99.1) — 27KB
• 0001829126-25-007274.txt ( ) — 1359KB
• cik0002037431-20250909.xsd (EX-101.SCH) — 4KB
• cik0002037431-20250909_def.xml (EX-101.DEF) — 27KB
• cik0002037431-20250909_lab.xml (EX-101.LAB) — 37KB
• cik0002037431-20250909_pre.xml (EX-101.PRE) — 25KB
• pelicanacq_8k_htm.xml (XML) — 7KB

01

Item 1.01 Entry into a Material Definitive Agreement . On September 9, 2025, Pelican Acquisition Corporation, a Cayman Islands exempted company with limited liability (" PELI " or " SPAC "), entered into an Agreement and Plan of Merger (the " Merger Agreement " ), by and among Pelican Holdco, Inc., a Texas corporation (" Holdco "), Pelican Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Holdco (" Pelican Merger Sub "), Greenland Exploration Limited, a Texas Corporation (" Greenland "), Greenland Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Holdco (" 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 Holdco (" March GL Merger Sub " and, together with Pelican Merger Sub and Greenland Merger Sub, the " Merger Subs " and each individually, a " Merger Sub "), collectively, the " Parties ." Domestication Prior to the Closing, PELI will effect a domestication under the Cayman Islands Companies Act and the Texas Business Organizations Code (the " TBOC "), pursuant to which PELI will discontinue as a Cayman Islands exempted company and domesticate as a Texas corporation (the " Domestication "). Upon the Domestication, each issued and outstanding PELI security will remain outstanding and automatically represent a corresponding security of PELI as a Texas corporation, without any action required by the holders. PELI's governing documents will be amended and restated as provided in the Merger Agreement. The legal existence and continuity of PELI will be preserved and not deemed a dissolution or liquidation. The Mergers Following the Domestication and on the terms and subject to the conditions of the Merger Agreement, Pelican Merger Sub will merge with and into PELI, with PELI surviving as a wholly-owned subsidiary of Holdco (th

01

Item 7.01 Regulation FD Disclosure. On September 10, 2025, the Parties issued a press release (the " Press Release ") announcing the transactions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the SPAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1. IMPORTANT NOTICES Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking of the respective management of the SPAC and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circ

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 2.1* Merger Agreement dated September 9, 2025 10.1 Sponsor Shareholder Support Agreement, dated September 9, 2025 10.2 Company Shareholder Support Agreement, dated September 9, 2025 10.3 Form of Lock-Up Agreement 10.4 Non-Competition and Non-Solicitation Agreement, dated September 9, 2025 99.1 Press Release, dated September 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. 5 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 Date: September 10, 2025 By: /s/ Robert Labbe Name: Robert Labbe Title: Chief Executive Officer 6

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View this 8-K filing on SEC EDGAR