Pelican Acquisition Corporation Files Annual Report: In-Depth Analysis for Investors

Overview and Business Combination Developments

Pelican Acquisition Corporation, a blank check company incorporated in the Cayman Islands on July 23, 2024, has filed its Annual Report on Form 10-K for the fiscal year ended January 31, 2026. The company was established to pursue a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.

A pivotal development for shareholders is the pending Business Combination Agreement with Greenland Exploration Limited and March GL Company. This transaction is structured such that equity holders of the target businesses will exchange their ownership for equity in the newly combined, publicly traded company. This approach gives the target entities an alternative to a traditional IPO and the opportunity for enhanced capital market access, increased public profile, and the ability to implement equity-based incentives aligned with shareholder interests.

IPO and Trust Account Status

The company completed its IPO on May 27, 2025, including the full exercise of the underwriters’ over-allotment option, resulting in total gross proceeds of \$86,250,000. After underwriting discounts and offering expenses, \$88,706,755 was placed into a trust account to benefit public shareholders. These funds are intended to be used for the pending business combination and working capital needs.

Pelican Acquisition’s ordinary shares and rights began trading separately on Nasdaq on June 10, 2025, under the symbols PELI and PELIR respectively, with unsplit units trading as PELIU.

Shareholder Voting and Redemption Rights

The company is seeking shareholder approval for the business combination, as required under Nasdaq rules because the share issuance will equal or exceed 20% of the outstanding shares, and the transaction may result in a change of control. Shareholders are granted the right to redeem their shares in connection with this vote. However, the company’s articles of association restrict redemptions that would reduce net tangible assets below \$5,000,001, ensuring compliance with SEC “penny stock” rules.

As of January 31, 2026, Pelican Acquisition’s sponsor and its permitted transferees owned approximately 24.8% of the company’s issued and outstanding ordinary shares, and have agreed to vote in favor of the business combination.

Insider Share Purchases and Compliance

The Annual Report discloses that, while there are currently no commitments, the sponsor, directors, officers, advisors, or their affiliates may purchase shares from public shareholders outside the redemption process to help meet closing conditions such as minimum cash requirements. These purchases would be conducted in compliance with all applicable securities laws, including Regulation M and Rule 14e-5 under the Exchange Act. Any such transactions would be disclosed according to Sections 13 and 16 of the Exchange Act, and in the company’s Form 8-K prior to the shareholder meeting.

Notably, if these purchases are made, the public float may decrease, potentially impacting the company’s ability to maintain its Nasdaq listing or affect the liquidity of its shares. Additionally, any securities acquired by insiders in this manner would not be voted in favor of the transaction, and redemption rights for these shares would be waived.

Financial Position, Liquidity, and Going Concern

As of January 31, 2026, nearly all IPO net proceeds remain in the trust account. The company may seek additional capital through private placements of equity or debt in connection with the business combination. There are, however, no definitive new financing arrangements in place as of the report date, except as disclosed in the proxy statement/prospectus related to the merger.

The company has until August 27, 2026, to consummate the business combination, unless extended by amending its governing documents. Failure to close the business combination within the timeline will trigger an automatic winding up and liquidation.

Risk Factors and Corporate Status

• Emerging Growth Company & Smaller Reporting Company: Pelican Acquisition qualifies as both, allowing it to take advantage of reduced reporting and compliance obligations, including only needing two years of audited financial statements.
• No Operations in China: As of the report date, neither Pelican nor its targets operate in or have subsidiaries in the PRC, meaning the combined company will not face PRC regulatory risks regarding capital flows, dividend distributions, or foreign exchange.
• Industry Concentration Risk: Post-combination, the company’s prospects will depend heavily on the performance of the target businesses, exposing investors to industry-specific risks.
• No Critical Accounting Policies Identified: Management has not identified any critical accounting policies or estimates, and does not believe any recently issued accounting standards will have a material effect.

Competitive Advantages

• Leadership by an experienced management team with broad industry relationships and transaction experience.
• The SPAC structure offers target companies a streamlined and potentially less volatile path to public markets compared to traditional IPOs.

Audit Committee and Governance

The company’s audit committee is fully independent and financially literate, with responsibilities including oversight of financial statements, risk management, auditor independence, and legal compliance. No audit committee financial expert has been designated at this time.

Potential Price-Sensitive Issues for Shareholders

• Shareholder Approval Risk: The business combination is contingent on shareholder approval. Failure to obtain approval, or significant redemptions, could jeopardize the transaction and trigger liquidation.
• Redemption and Insider Purchases: The possibility of sponsor, director, or affiliate share purchases outside the redemption process could influence the outcome of the shareholder vote, reduce public float, and affect liquidity and trading of the shares.
• Timeline Risk: If the business combination is not completed by August 27, 2026, shareholders face the risk of the company being wound up and liquidated.
• Industry Concentration: Post-merger, performance will be tied directly to the acquired businesses, increasing exposure to any adverse developments in those sectors.
• Regulatory and Listing Risks: Any reduction in public float or number of beneficial holders could affect the company’s ability to remain listed on Nasdaq.

Conclusion

The pending business combination with Greenland Exploration Limited and March GL Company represents a critical inflection point for Pelican Acquisition Corporation. Success or failure of the merger, as well as the dynamics around redemptions and insider share purchases, are key issues that could significantly impact shareholder value and the company’s future as a publicly traded entity.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the full Annual Report and related SEC filings and consult with their financial advisors before making any investment decisions. The company’s future performance is subject to risks and uncertainties, and actual results may differ materially from those expressed or implied herein.

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