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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): May 30, 2025
Pelican Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42666 | 00-0000000N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
000-00000
|
1185 Avenue of the Americas, Suite 304 New York, NY |
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 | PELIU | The Nasdaq Stock Market LLC | ||
| Ordinary shares, par value $0.0001 per share | PELI | The Nasdaq Stock Market LLC | ||
| Rights, each right entitling the holder to receive one-tenth of one ordinary share | PELIR | The 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. |
As previously reported, on May 27, 2025, Pelican Acquisition Corporation, a Cayman Islands exempted company (the “Company”) consummated an initial public offering (the “IPO”) of 7,500,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $75,000,000.
On May 28, 2025, the underwriters of the Company, notified the Company of their exercise of the over-allotment option in full and purchased 1,125,000 additional units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $11,250,000. The over-allotment option closed on May 30, 2025. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 22,500 units (the “Private Placement Units”) to Pelican Sponsor LLC and EarlyBirdCapital, Inc. at a price of $10.00 per Private Placement Unit, generating gross proceeds of $225,000.
On May 30, 2025, the Company published a press release to report the closing of the over-allotment option. The press release is furnished with this report as Exhibit 99.1.
An audited balance sheet as of May 27, 2025 reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on June 3, 2025. The Company's unaudited pro forma balance sheet as of May 30, 2025, adjusted for the closing of the over-allotment option is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Pelican Acquisition Corp., dated May 30, 2025 | |
| 99.2 | Unaudited Pro Forma Balance Sheet as of May 30, 2025 | |
| 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 Corporation | ||
| Date: June 4, 2025 | By: | /s/ Robert Labbe |
| Name: | Robert Labbe | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Pelican Acquisition Corporation Announces Closing of Full Underwriters’ Over-Allotment Option in connection with its Initial Public Offering
NEW YORK, NY., May 30, 2025 (GLOBE NEWSWIRE) – Pelican Acquisition Corporation (NASDAQ: PELIU, the “Company”) announced today that it consummated the sale of an additional 1,125,000 units subject to the underwriters’ over-allotment option at a public offering price of $10.00 per unit resulting in gross proceeds to the Company of $11,250,000. After giving effect to the exercise of the option, an aggregate of 8,625,000 units have been issued in the initial public offering for aggregate gross proceeds of $86,250,000.
Each unit sold in the offering 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 “PELI,” and “PELIR,” respectively.
EarlyBirdCapital, Inc. served as sole book-running manager in the offering and IB Capital LLC served as co-manager in the offering.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on May 22, 2025. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, when available, by contacting EarlyBird Capital, 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 Corporation
Pelican Acquisition 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
Exhibit 99.2
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of May 30, 2025 | F-2 | |
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-
PELICAN ACQUISITION CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
May 30, 2025
|
May 27, 2025 |
Pro Forma Adjustments |
As Adjusted |
||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Assets | ||||||||||||
| Current Assets | ||||||||||||
| Cash | $ | 507,955 | $ | 584 | (e) | $ | 508,539 | |||||
| Advance – related party | 145,000 | - | 145,000 | |||||||||
| Prepaid expenses | 1,080 | - | 1,080 | |||||||||
| Total Current Assets | 654,035 | 584 | 654,619 | |||||||||
| Cash and investments held in Trust Account | 75,000,000 | 11,250,000 | (a) | 86,275,746 | ||||||||
| 225,000 | (b) | |||||||||||
| (225,000 | ) | (c) | ||||||||||
| 25,746 | (d) | |||||||||||
| Total Assets | $ | 75,654,035 | $ | 11,276,330 | $ | 86,930,365 | ||||||
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | ||||||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued expenses | $ | 10,821 | $ | 3,499 | (g) | $ | 14,320 | |||||
| Over-allotment option liability | 104,039 | (104,039 | ) | (f) | - | |||||||
| Total Current Liabilities | 114,860 | (100,540 | ) | 14,320 | ||||||||
| Total Liabilities | 114,860 | (100,540 | ) | 14,320 | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||||||
| Ordinary shares subject to possible redemption, $0.0001 par value, 100,000,000 shares authorized, 7,500,000 shares and 8,625,000 shares at redemption value of $10.00 per share, as actual and adjusted, respectively | 75,000,000 | 11,250,000 | (a) | 86,275,746 | ||||||||
| 25,746 | (d) | |||||||||||
| Shareholders’ Equity: | ||||||||||||
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 3,351,250 shares and 3,373,750 shares issued and outstanding, as actual and adjusted, respectively (excluding 7,500,000 shares and 8,625,000 shares subject to possible redemption, as actual and adjusted, respectively) | 335 | 2 | (b) | 337 | ||||||||
| Additional paid-in capital | 628,921 | 224,998 | (b) | 707,212 | ||||||||
| (225,000 | ) | (c) | ||||||||||
| (25,746 | ) | (d) | ||||||||||
| 104,039 | (f) | |||||||||||
| Accumulated deficit | (90,081 | ) | 25,746 | (d) | (67,250 | ) | ||||||
| 584 | (e) | |||||||||||
| (3,499 | ) | (g) | ||||||||||
| Total Shareholders’ Equity | 539,175 | 101,124 | 640,299 | |||||||||
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | $ | 75,654,035 | $ | 11,276,330 | $ | 86,930,365 | ||||||
The accompany notes are an integral part of the unaudited pro forma financial statement.
F-
PELICAN
ACQUISITION CORPORATION
NOTES TO UNAUDITED PRO FROMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Pelican Acquisition Corporation (the “Company”) as of May 27, 2025, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on May 30, 2025 as described below.
On May 27, 2025, the Company consummated its initial public offering (“IPO”) of 7,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, the Company sold 276,250 private placement units (each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit to the Sponsor and EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters, in a private placement generating total gross proceeds of $2,762,500.
The Company granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On May 28, 2025, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 1,125,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 30, 2025, generating total gross proceeds of $11,250,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 22,500 Private Placement Units to the Sponsor and EBC, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $225,000.
A total of $86,250,000 ($10.00 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on May 27, 2025 and May 30, 2025, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
| Pro Forma Entries | Debit | Credit | |||||||
| (a) | Cash and investments held in Trust Account | $ | 11,250,000 | ||||||
| Ordinary share subject to possible redemption | $ | 11,250,000 | |||||||
| To record the sale of 1,125,000 Option Units at $10.00 per Unit | |||||||||
| (b) | Cash and investments held in Trust Account | $ | 225,000 | ||||||
| Ordinary shares | $ | 2 | |||||||
| Additional paid-in capital | $ | 224,998 | |||||||
| To record the sale of 22,500 Private Placement Units at $10.00 per Unit | |||||||||
| (c) | Additional paid-in capital | $ | 225,000 | ||||||
| Cash and investments held in Trust Account | $ | 225,000 | |||||||
| To record payment of underwriting commission (2% of sale of Option Units proceeds | |||||||||
| (d) | Cash and investments held in Trust Account | $ | 25,746 | ||||||
| Interest earned in investments held in Trust Account | $ | 25,746 | |||||||
| Additional paid-in capital | $ | 25,746 | |||||||
| Ordinary share subject to possible redemption | $ | 25,746 | |||||||
| To record interest earned in Trust Account and to transfer interest income to temporary equity | |||||||||
| (e) | Cash | $ | 584 | ||||||
| Retained earnings -interest income | $ | 584 | |||||||
| To record interest income | |||||||||
| (f) | Over-allotment liability | $ | 104,039 | ||||||
| Additional paid-in capital | $ | 104,039 | |||||||
| To reverse over-allotment option liability | |||||||||
| (g) | Insurance expense | $ | 596 | ||||||
| Administrative service expense | 2,903 | ||||||||
| Accounts payable and accrued expenses | $ | 3,499 | |||||||
| To record accrued expenses | |||||||||
F-