Pelican Acquisition Corp(PELI) - 2026 Q3 - Quarterly Report

Merger and Acquisition - Pelican Acquisition Corporation entered into a definitive Agreement and Plan of Merger on September 9, 2025, with an aggregate merger consideration valued at US$215,000,000[125]. - The merger will involve a domestication process, transitioning Pelican from a Cayman Islands exempted company to a Texas corporation[123]. - Existing Greenland shareholders will receive 1,500,000 shares of Holdco common stock, while March GL shareholders will receive 20,000,000 shares[125]. - A promissory note of $100,000 was issued to Greenland for transaction-related expenses, with the amount recorded as due to the target company[130]. - The Company will pay EBC a service fee of 3.5% of the gross proceeds of the IPO, amounting to $3,018,750, upon consummation of its initial business combination[149]. Financial Performance - For the three months ended October 31, 2025, Pelican reported a net income of $514,636, driven by interest income of $889,901, compared to a net loss of $43,064 for the same period in 2024[134]. - As of October 31, 2025, Pelican had cash of $220 and a working capital deficit of $145,981, indicating liquidity challenges[140]. - Pelican has not generated any revenues to date and does not expect to do so until after the completion of its initial business combination[132]. Initial Public Offering (IPO) - The company completed its IPO on May 27, 2025, raising total gross proceeds of $86,250,000 from the sale of 8,625,000 units at $10.00 per unit[137]. - The underwriters received a cash underwriting discount of $1,500,000 at the IPO closing and an additional $225,000 for the over-allotment option[146]. - The underwriters were granted a 45-day option to purchase up to 1,125,000 additional Units to cover over-allotments, which was fully exercised[145]. - The Company entered into promissory notes totaling $700,000 with the Sponsor, which were repaid upon the closing of the IPO on May 27, 2025[143]. Administrative and Compliance Matters - An Administrative Services Agreement was established with the Sponsor, with the monthly fee increased from $15,000 to $20,000 as of April 4, 2025[144]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[155]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[156]. - The Company has no off-balance sheet arrangements as of October 31, 2025, and does not participate in transactions that create relationships with unconsolidated entities[142]. - The Company has not identified any critical accounting policies and estimates that could materially affect its financial statements[151]. - The Company has no off-balance sheet arrangements or commitments as of October 31, 2025[154]. - The FASB issued ASU No. 2023-07, effective for fiscal years beginning after December 15, 2023, requiring additional segment disclosures[152]. Future Expectations - The company expects to incur significant costs related to the pursuit of its initial business combination and has until August 27, 2026, to complete this transaction[141].