Form 8-K

8-K — Greenland Energy Co

Accession: 0001829126-26-002797

Filed: 2026-03-27

Period: 2026-03-25

CIK: 0002093507

SIC: 1381 (DRILLING OIL & GAS WELLS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Registrant's Certifying Accountant

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Change in Shell Company Status

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — greenlandenergy_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (greenlandenergy_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (greenlandenergy_ex3-2.htm)

EX-10.1 — EXHIBIT 10.1 (greenlandenergy_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (greenlandenergy_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (greenlandenergy_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (greenlandenergy_ex10-4.htm)

EX-16.1 — EXHIBIT 16.1 (greenlandenergy_ex16-1.htm)

EX-99.1 — EXHIBIT 99.1 (greenlandenergy_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (greenlandenergy_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (greenlandenergy_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (greenlandenergy_ex99-4.htm)

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2026-03-25

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2026

GREENLAND ENERGY COMPANY

(Exact Name of Registrant as Specified in Charter)

Texas

333-291171

39-4828593

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

(Address of Principal Executive Offices) (Zip Code)

(918) 361-7000

(Registrant’s Telephone Number, Including Area Code)

Pelican Holdco, Inc.

(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 of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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 each exchange on which registered

Common Stock, $0.0001 par value per share

GLND

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. ☐

Introductory Note

As previously disclosed, on September 9, 2025, Pelican Acquisition Corporation, a Cayman Islands exempted company (“SPAC” or “Pelican”), entered into an Agreement and Plan of Merger (the “Business Combination Agreement”), with Pelican Holdco, Inc., a Texas corporation (“PubCo”), SPAC Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), Greenland Exploration Limited, a Texas corporation (“Greenland”), Greenland Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of PubCo (“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 wholly-owned subsidiary of PubCo (“March GL Merger Sub”). Terms used herein but not defined herein shall be defined in the Proxy Statement/Prospectus (as defined below).

On March 25, 2026 (the “Closing Date”), the parties consummated the transactions contemplated by the Business Combination Agreement (the “Business Combination”), as follows:

The Conversion

Prior to the Closing Date, among other things, SPAC caused the deregistration of SPAC as an exempted company in the Cayman Islands and the continuation and domestication of SPAC as a corporation incorporated under the laws of the State of Texas (the “Conversion”). The Conversion occurred in accordance with the Texas Business Organizations Code (“TBOC”) and Part XII of the Companies Act (As Revised) of the Cayman Islands. Upon the Conversion, each issued and outstanding SPAC security remained outstanding and automatically represented a corresponding security of SPAC as a Texas corporation.

The Mergers

Following the Conversion, and on the Closing Date, SPAC Merger Sub merged with and into SPAC, with SPAC surviving as a wholly-owned subsidiary of PubCo (the “SPAC Merger"). Immediately thereafter, Greenland Merger Sub merged with and into Greenland, with Greenland surviving as a wholly-owned subsidiary of PubCo (the “Greenland Merger”). Immediately thereafter, March GL Merger Sub merged with and into March GL, with March GL surviving as a wholly-owned subsidiary of PubCo (the “March GL Merger”, and together with the SPAC Merger and Greenland Merger, the “Mergers”). Immediately after the March GL Merger, PubCo contributed all of the issued and outstanding capital stock of March GL to Greenland, resulting in March GL becoming a wholly-owned subsidiary of Greenland. As a result of the Business Combination, PubCo was renamed “Greenland Energy Company.”

Pursuant to the terms of the Business Combination Agreement, at the Effective Time, by virtue of the Mergers, without any action on the part of any party or any other person:

■

Each share of capital stock of each Merger Sub issued and outstanding immediately prior to the applicable Effective Time was automatically cancelled and converted into one share of common stock of the applicable Surviving Company.

■

Each unit of SPAC (the “SPAC Unit”) that was issued and outstanding immediately prior to the SPAC Merger Effective Time was separated into one ordinary share, par value $0.0001 per share, of SPAC (“SPAC Ordinary Share”) and one right of SPAC (“SPAC Right”), each SPAC Right that was outstanding immediately prior to the SPAC Merger Effective Time was converted into one-tenth of one SPAC Ordinary Share, and each SPAC Ordinary Share that was issued and outstanding immediately prior to the SPAC Merger Effective Time (including those ordinary shares so separated from the SPAC Units) was automatically cancelled and converted into the right to receive one share of common stock, par value $0.0001 per share of PubCo (the “PubCo Common Stock”).

■

Each share of March GL common stock issued and outstanding as of immediately prior to the March GL Merger Effective Time was automatically cancelled and converted into the right to receive a pro rata portion of 20,000,000 shares of PubCo Common Stock (the “March GL Merger Consideration”).

■

Each share of Greenland common stock issued and outstanding as of immediately prior to the Greenland Merger Effective Time was automatically cancelled and converted into the right to receive one share of PubCo Common Stock, equaling 1,500,000 shares of PubCo Common Stock (the “Greenland Merger Consideration” and together with the March GL Merger Consideration, the “Merger Consideration”).

On the Closing Date, PubCo issued an aggregate of 21,500,000 shares of PubCo Common Stock to the former stockholders of March GL and Greenland (collectively, the “Company Shareholders”) in exchange for their equity interests in the Companies, representing aggregate merger consideration with a value of $215,000,000 based on a per share value of $10.00.

Assumption of Warrants

In connection with the Business Combination, PubCo assumed 1,500,000 warrants to purchase common stock of Greenland (the “Company Common Stock Warrants”) that were outstanding and unexpired immediately prior to the SPAC Merger Effective Time. Each Company Common Stock Warrant became a warrant to purchase one share of PubCo Common Stock at an exercise price of $15.00 per share, exercisable for a period of 10 years from the date of the Business Combination, upon the same terms and conditions as applied to the underlying Company Common Stock Warrants immediately prior to the SPAC Merger Effective Time (a “PubCo Warrant”). The PubCo Warrants are non-redeemable and may be exercised on a cashless basis.

The foregoing description of the PubCo Warrants

is qualified in its entirety by reference to the full text of the Warrant Agreement, a copy of which is attached as Exhibit 10.4 to

this Current Report on Form 8-K and is incorporated herein by reference.

Listing of Securities

Prior to the Closing Date, the SPAC Units, SPAC

Ordinary Shares and SPAC Rights were listed on the Nasdaq Stock Market LLC under the symbols “PELIU,” “PELI” and

“PELIR” respectively. In connection with the Business Combination, all of the SPAC Units separated into their component parts

and ceased trading on the Nasdaq Stock Market LLC.

As of the open of trading on March 26, 2026, the

PubCo Common Stock began trading on the Nasdaq Stock Market LLC under the symbol “GLND.”

The description of the Business Combination Agreement

contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Business

Combination Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Business Combination Agreement is also described

in detail in the definitive proxy statement/prospectus for the Business Combination, dated February 18, 2026, as supplemented by Prospectus

Supplement No. 1, dated March 3, 2026, filed by PubCo, SPAC, and the Companies (the “Proxy Statement/Prospectus”).

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Lock-up Agreement

In connection with the Business Combination, on

the Closing Date, PubCo entered into Lock-Up Agreements (the “Lock-Up Agreements”) with certain stockholders of the

Companies, pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any sale or distribution of any equity

securities of PubCo held by any of them during the lock-up period set forth therein.

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights Agreement

In connection with the Business Combination, on

the Closing Date, PubCo entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant

to which it agreed to register for resale shares of PubCo Common Stock and other securities held by certain stockholders of the Companies,

the Sponsor, and certain SPAC stockholders, subject to the terms and conditions described therein.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Indemnification Agreements

In connection with the Business Combination, on

the Closing Date, PubCo entered into indemnification agreements (the “Indemnification Agreements”) with each of its

directors and executive officers. Subject to certain exceptions, the Indemnification Agreements provide that PubCo will indemnify each

of its directors and executive officers for certain expenses, which may include attorneys’ fees, judgments, fines and settlement

amounts, incurred by a director or officer in any action or proceeding arising out of their services as one of PubCo’s directors

or officers or any other company or enterprise to which the person provides services at PubCo’s request.

The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Each of the above-referenced agreements are described in the Proxy Statement/Prospectus.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K and Item 1.01 is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Business Combination, that certain Investment Management Trust Agreement, dated as of May 27, 2025, between SPAC and Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental held certain of the proceeds of SPAC’s initial public offering in a trust account and facilitated the redemption of SPAC public shares, was terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the Introductory Note

of this Current Report on Form 8-K and Item 1.01 are incorporated into this Item 2.01 by reference.

The Business Combination and each of the other

proposals in the Proxy Statement/Prospectus was approved by SPAC’s shareholders at the Extraordinary General Meeting of shareholders

of SPAC on March 19, 2026. As indicated above, PubCo issued 21,500,000 shares of PubCo Common Stock to the Company Shareholders on the

Closing Date.

In connection with the Extraordinary General Meeting,

an aggregate of 7,562,123 SPAC Ordinary Shares were redeemed by shareholders of SPAC resulting in the payment to such holders of an aggregate

of $77,979,252.

As of the Closing Date and following the completion

of the Business Combination, PubCo had 26,110,252 shares of PubCo Common Stock issued and outstanding. In addition, as of the Closing

Date, PubCo had 1,500,000 PubCo Warrants issued and outstanding, each entitling the holder thereof to purchase one share of PubCo Common

Stock at an exercise price of $15.00 per share.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor

registrant was a shell company, as PubCo was immediately before the consummation of the Business Combination, then the registrant must

disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, PubCo is providing below the information that would be included in the Form 10 if it were to file a Form 10. Please note

that the information provided below relates to PubCo following the consummation of the Business Combination, unless otherwise specifically

indicated or the context otherwise requires.

As of the Closing Date, March GL and Greenland

became PubCo’s wholly-owned subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This document and the information incorporated by reference herein include “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding PubCo’s future financial performance, as well as PubCo’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. PubCo cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of PubCo, incident to its business.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing PubCo’s views as of any subsequent date, and PubCo does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, PubCo’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

●

PubCo’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of March GL and Greenland to grow and manage growth profitably following the Closing Date;

●

the ability to maintain the listing of the PubCo Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) following the Closing Date;

●

the business, operations and financial performance of the Company following the Business Combination;

●

expansion plans and opportunities, including future acquisitions or additional business combinations;

●

March GL’s and Greenland’s success in retaining or recruiting, or changes required in, their officers, key employees or directors following the Business Combination;

●

consequences from the diversion of management’s time from ongoing business operations due to the Business Combination;

●

litigation, complaints, product liability claims and/or adverse publicity;

●

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

●

privacy and data protection laws, privacy or data breaches, or the loss of data; and

●

other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 58 of the Proxy Statement/Prospectus.

Business and Facilities

The information set forth in the section of the

proxy statement/prospectus entitled “Information About March GL” beginning on page 189 and “Information About

Greenland” beginning on page 212 is incorporated herein by reference.

Risk Factors

The risks associated with PubCo’s business and operations following the Closing Date are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 58, which is incorporated herein by reference.

Financial Information

Audited Condensed Consolidated Financial Statements

The following historical financial statements

of SPAC and the related notes beginning on page F-3 of the Proxy Statement/Prospectus are incorporated herein by reference: (i) unaudited

financial statements as of and for the three and nine months ended October 31, 2025, the three months ended October 31, 2024 and for the

period from July 23, 2024 (inception) through January 31, 2025; and (ii) the audited financial statements as of and for the period ended

January 31, 2026.

The following historical financial statements

of March GL and Greenland and the related notes beginning on page F-50 of the Proxy Statement/Prospectus are incorporated herein by reference:

(i) unaudited consolidated financial statements as of September 30, 2025; (ii) unaudited statements of operations, statements of changes

in stockholders’ equity, and statements of cash flows for the period ended September 30, 2025; and (iii) the audited financial statements

as of and for the period ended December 31, 2025.

The historical financial statements of PubCo,

March GL, and Greenland, and the related notes as of and for the period ended December 31, 2025 are included as Exhibit 99.1 to this Current

Report on Form 8-K and incorporated by reference herein.

Unaudited Pro Forma Condensed Combined Financial Information

The information set forth in Exhibit 99.2 to this Current Report on Form 8-K is incorporated by reference herein.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of

the financial condition and results of operations prior to the Closing Date is included in the Proxy Statement/Prospectus in the section

entitled “SPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on

page 184, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of March GL Company”

beginning on page 204, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Greenland”

beginning on page 213, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of

PubCo” beginning on page 204, which are incorporated herein by reference.

March GL’s Management’s Discussion

and Analysis of Financial Condition and Results of Operations for the period from March 31, 2025 (inception) to December 31, 2025 are

included as Exhibit 99.3 to this Current Report on Form 8-K and incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the PubCo Common Stock as of the Closing Date by:

●

each person who is known to be the beneficial owner of more than 5% of the PubCo Common Stock;

●

each executive officer and director of PubCo; and

●

all executive officers and directors of PubCo as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, rights and convertible notes that are currently exercisable or exercisable within 60 days.

The beneficial ownership of PubCo Common Stock

is based on 26,110,252 shares of PubCo Common Stock issued and outstanding immediately following the Closing Date.

Name of Beneficial Owner(1)

Number

% of

Common Stock

Directors and Executive Officers

Robert Price

7,386,889

28.3 %

Ashiq Merchant

Larry G. Swets, Jr.(2)

800,000

3.1 %

Daniel M. McCabe

Melanie Furlan

14,774

Roderick McIllree

1,846,723

7.1 %

Scott D. Wollney

Hassan R. Baqar(3)

1,963,436

7.5 %

All executive officers and directors as a group (8 persons)

11,261,822

5% Holders of PubCo Common Stock

Pelican Sponsor LLC(4)

1,958,750

7.5 %

FG Merchant Partners LP(5)

1,875,594

7.2 %

(1)

Unless otherwise noted, the business address of each of the following entities and individuals is 3400 East Bayaud Avenue, Suite 400, Denver, CO 80209.

(2)

Consists of 425,000 shares of PubCo Common Stock and 375,000 warrants issued pursuant to the Warrant Agreement dated March 25, 2026.

(3)

Consists of 425,000 shares of PubCo Common Stock, 375,000 warrants issued pursuant to the Warrant Agreement dated March 25, 2026, and 1,163,436 shares of PubCo Common Stock held by Equity Growth Partners LLC. Hassan R. Baqar is the managing member of Equity Growth Partners LLC and is deemed to be the beneficial owner of such shares. The address of Equity Growth Partners LLC is 425 Jason Lane, Schaumburg, Illinois 60173.

(4)

Consists of PubCo Common Stock issued to the Sponsor in exchange for SPAC Ordinary Shares. Chen Chen is the controlling member of Pelican Sponsor LLC and may be deemed to beneficially own the shares held by Pelican Sponsor LLC. The address of Pelican Sponsor LLC is 1185 Avenue of the Americas, Suite 304, New York, NY 10036.

(5)

Consists of 1,500,594 shares of PubCo Common Stock and 375,000 warrants issued pursuant to the Warrant Agreement dated March 25, 2026. FG Merchant Partners LP is the record holder of the shares reported herein. D. Kyle Cerminara is the managing member of FG Merchant Partners LP. Accordingly, he is deemed to be the beneficial owner of such shares. The address of FG Merchant Partners LP is 6408 Bannington Road, Charlotte, NC 28226.

Information about Directors and Executive Officers

Name

Age

Position Held

Robert Price

Chief Executive Officer and Director

Ashiq Merchant

Chief Financial Officer

Larry G. Swets, Jr.

Chairman of the Board

Daniel M. McCabe

Director

Melanie Furlan

Director

Roderick McIllree

Director

Scott D. Wollney

Director

Hassan R. Baqar

Director

Resignations and Appointments

In connection with the closing of the Business Combination, Robert Labbe resigned from his positions as Chairman, Chief Executive Officer, Chief Financial Officer, and director of SPAC, and each of Ping Zhang and Qi Gong resigned from their respective positions as directors of SPAC, in each case effective as of the Effective Time on the Closing Date. Daniel M. McCabe, who served as an independent director of SPAC, transitioned to the board of directors of PubCo (the “PubCo Board”). Effective as of the Closing Date, Robert Price was appointed as Chief Executive Officer and a director, Ashiq Merchant was appointed as Chief Financial Officer, Larry G. Swets, Jr. was appointed as Chairman of the PubCo Board, and each of Daniel M. McCabe, Melanie Furlan, Roderick McIllree, Scott D. Wollney, and Hassan R. Baqar were appointed as directors of PubCo.

Information with respect to PubCo’s directors and officers appointed as of the Closing Date, including biographical information regarding these individuals, is set forth in the Proxy Statement/Prospectus in the section entitled “Management of PubCo Following the Business Combination” beginning on page 217, which information is incorporated herein by reference.

Risk Oversight

The PubCo Board will have extensive involvement in the oversight of risk management related to PubCo and its business and will accomplish this oversight through the regular reporting to the PubCo Board by the audit committee. The audit committee will represent the PubCo Board by periodically reviewing PubCo’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of our business and summarize for the PubCo Board all areas of risk and the appropriate mitigating factors. In addition, the PubCo Board will receive periodic detailed operating performance reviews from management.

Director Independence

The PubCo Board consists of seven members, six

of whom qualify as independent within the meaning of the independent director guidelines of Nasdaq.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 of the Exchange Act and the rules of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of Nasdaq. PubCo’s Board will be comprised of a majority of independent directors and its committees will satisfy the foregoing requirements.

In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

The PubCo Board has undertaken a review of the independence of each director and considered whether each director has a material relationship that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, each of Larry G. Swets, Jr., Daniel M. McCabe, Melanie Furlan, Roderick McIllree, Scott D. Wollney, and Hassan R. Baqar have been deemed “independent directors” as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Exchange Act.

Committees of the Board of Directors

PubCo Board has a standing audit committee and compensation committee. All of the committees will comply with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations as further described below. The responsibilities of each of the committees of the PubCo Board is described below. Members will serve on these committees until their resignation or until as otherwise determined by the PubCo Board.

Audit Committee

Pubco’s audit committee is responsible for, among other things:

●

appointing, approving the fees of, retaining and overseeing PubCo’s independent registered public accounting firm;

●

discussing with PubCo’s independent registered public accounting firm their independence from management;

●

discussing with PubCo’s independent registered public accounting firm any audit problems or difficulties and management’s response;

●

approving all audit and permissible non-audit services to be performed by PubCo’s independent registered public accounting firm;

●

overseeing the financial reporting process and discussing with management and PubCo’s independent registered public accounting firm the interim and annual financial statements that PubCo files with the SEC;

●

reviewing PubCo’s policies on risk assessment and risk management;

●

reviewing related person transactions; and

●

establishing procedures for the confidential, anonymous submission of complaints regarding questionable accounting, internal controls or auditing matters.

PubCo’s audit committee currently consists of Scott D. Wollney, Roderick McIllree, and Daniel M. McCabe, with Scott D. Wollney serving as Chairperson. The PubCo Board has affirmatively determined that Scott D. Wollney, Roderick McIllree, and Daniel M. McCabe each meet the definition of “independent director” for purposes of serving on the audit committee under the Nasdaq rules and the independence standards under Rule 10A-3 of the Exchange Act. Each member of the audit committee meets the financial literacy requirements of the Nasdaq rules. In addition, the PubCo Board has determined that Scott D. Wollney qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K, and as “financially sophisticated,” as that term is defined under Nasdaq rules. The written charter for the audit committee is available on PubCo’s corporate website at greenlandenergyco.com. The information on PubCo’s website is deemed not to be incorporated in this Current Report on Form 8-K.

Compensation Committee

PubCo’s compensation committee is responsible for, among other things:

●

reviewing and approving, or recommending that the PubCo Board approve, the compensation of PubCo’s Chief Executive Officer and other executive officers;

●

making recommendations to the PubCo Board regarding director compensation; and

●

reviewing and approving incentive compensation and equity-based plans and arrangements and making grants of cash-based and equity-based awards under such plans.

PubCo’s compensation committee consists of Scott D. Wollney and Melanie Furlan, with Scott D. Wollney serving as Chairperson. The PubCo Board has affirmatively determined that Scott D. Wollney and Melanie Furlan each meet the definition of “independent director” for the purposes of the independence standards under the Nasdaq rules and that each of them are “non-employee” directors as defined in Rule 16b-3 of the Exchange Act. The written charter for the compensation committee is available on PubCo’s corporate website at greenlandenergyco.com. The information on PubCo’s website is deemed not to be incorporated in this Current Report on Form 8-K.

Director Nominations

PubCo does not have a standing nominating committee. In accordance with Rule 5605(e)(1) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, PubCo does not have a nominating committee charter in place. In accordance with Rule 5605(e)(2) of the Nasdaq rules, PubCo addresses the nominations process and such related matters via board resolutions.

Code of Business Conduct and Ethics

PubCo has adopted a written code of business conduct and ethics that applies to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on PubCo’s website at greenlandenergyco.com. In addition, PubCo intends to post on its website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. The information on PubCo’s website is deemed not to be incorporated in this Current Report on Form 8-K.

Executive Compensation

Following the closing of the Business Combination, Robert Price, as Chief Executive Officer, and Ashiq Merchant, as Chief Financial Officer, are expected to enter into Employment Agreements with PubCo.

Overview of Anticipated Executive Compensation Program

Following the Closing Date, decisions with respect to the compensation of PubCo’s executive officers, including its named executive officers, will be made by the compensation committee of the PubCo Board. PubCo anticipates that compensation for its executive officers will have the following components: base salary, cash bonus opportunities, equity compensation, employee benefits and severance protections. Base salaries, employee benefits and severance protections will be designed to attract and retain senior management talent. PubCo will also use annual cash bonuses and equity awards to promote performance-based pay that aligns the interests of its executive officers with the long-term interests of its stockholders and enhances executive retention.

Certain Relationships and Related Transactions

Certain relationships and related party transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” beginning on page 228 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Legal Proceedings

From time to time, PubCo and its subsidiaries may become involved in additional legal proceedings arising in the ordinary course of its business.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information and Holders

Immediately prior to the closing of the Business Combination, the SPAC Units, SPAC Ordinary Shares, and SPAC Rights were listed on Nasdaq under the symbols “PELIU,” “PELI” and “PELIR,” respectively.

As of the Closing Date, SPAC’s Units separated into their component securities and the SPAC’s Ordinary Shares and Rights converted into shares of PubCo Common Stock. As a result, the SPAC Units, SPAC Ordinary Shares and SPAC Rights no longer trade.

On the Closing Date, the PubCo Common Stock was listed on Nasdaq under the new trading symbol “GLND.” The PubCo Warrants are not listed on Nasdaq or any other securities exchange and are not publicly traded.

As of the Closing Date and following the completion of the Business Combination, PubCo had 26,110,252 shares of PubCo Common Stock issued and outstanding held of record by 75 holders. Such numbers do not include Depository Trust Company participants or beneficial owners holding shares through nominee names.

Dividends

PubCo has not paid any cash dividends on its Common Stock to date. PubCo may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, PubCo’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the board of directors may deem relevant. In addition, PubCo’s ability to pay dividends may be limited by any PubCo’s outstanding preferred stock and covenants of any existing and future outstanding indebtedness PubCo or its subsidiaries incur. PubCo does not anticipate declaring any cash dividends to holders of Common Stock in the foreseeable future.

Recent Sales of Unregistered Securities

Information regarding unregistered sales of securities

by SPAC is set forth in Part II, Item 2 of SPAC’s Annual Report on Form 10-K filed with the SEC on March 20, 2026.

Description of Registrant’s Securities

The description of PubCo’s securities is set forth in the section of the Proxy Statement/Prospectus entitled “Description of PubCo Securities” beginning on page 236.

Indemnification of Directors and Officers

The TBOC authorizes corporations to limit or eliminate, subject to certain conditions, the personal liability of directors and officers to corporations and their stockholders for monetary damages for breach of their fiduciary duties. The PubCo organizational documents limit the liability of our directors and officers to the fullest extent permitted by Texas law.

PubCo expects to purchase director and officer liability insurance to cover liabilities its directors and officers may incur in connection with their services to the combined company, including matters arising under the Securities Act. The PubCo organizational documents also provide that PubCo will indemnify its directors and officers to the fullest extent permitted by Texas law. In addition, PubCo has entered into customary indemnification agreements with each of its officers and directors, as described above in Item 1.01.

There is no pending litigation or proceeding involving any of PubCo’s directors, officers, employees or agents in which indemnification will be required or permitted. PubCo is not aware of any threatened litigation or proceedings that may result in a claim for such indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling the combined company, PubCo has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior to the consummation of the Business Combination,

the SPAC Units, SPAC Ordinary Shares and SPAC Rights were listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols,

“PELIU”, “PELI” and “PELIR”, respectively. On the Closing Date, all of the issued and outstanding

SPAC Units separated into their component securities and the SPAC Units, SPAC Ordinary Shares and SPAC Rights ceased trading on Nasdaq.

In connection with the Business Combination, the

PubCo Common Stock was approved for listing on Nasdaq. The PubCo Common Stock began trading on Nasdaq under the symbol “GLND”

on March 26, 2026.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The material terms of the organizational documents of PubCo and the general effect upon the rights of holders of PubCo’s capital stock are described in the sections of the Proxy Statement/Prospectus entitled “The Conversion Proposal” beginning on page 123 of the Proxy Statement/Prospectus, “Description of PubCo Securities” beginning on page 236 of the Proxy Statement/Prospectus and “Comparison of Corporate Governance and Shareholder Rights” beginning on page 232 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

On the Closing Date, PubCo filed the Amended and Restated Certificate of Formation and adopted new Bylaws. A copy of the Amended and Restated Certificate of Formation and Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item

4.01 Changes in Registrant’s Certifying Accountant

Upon

the consummation of the Business Combination, PubCo appointed MaloneBailey LLP (“Malone”) as PubCo’s independent registered

public accounting firm to audit PubCo’s consolidated financial statements as of and for the year ending December 31, 2026.

Accordingly,

Fruci & Associates II, PLLC, the independent registered public accounting firm for Pelican

HoldCo Inc., March GL Company, and Greenland Exploration Limited prior to the Business Combination (“Fruci”), was

dismissed as of the date of the consummation of the Business Combination.

There

were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with

Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements,

if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference thereto in its report on Fruci’s pre-merger

financial statements for such periods. There have been no “reportable events” (as such term is defined in Item 304(a)(1)(v)

of Regulation S-K).

The

Company provided Fruci with a copy of the foregoing disclosures and has requested that Fruci furnish the Company with a letter addressed

to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of Fruci’s letter, dated March

27, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K and in the section entitled “Information about Directors and Executive Officers” in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Incentive Plan

In connection with the Business Combination, PubCo adopted the Greenland Energy Company 2026 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan reserves 3,367,237 shares of PubCo Common Stock for issuance, with an annual automatic increase on the first trading day of each calendar year (beginning in 2027) equal to 5% of the total outstanding shares as of the last day of the prior calendar year. The Incentive Plan permits the grant of options (including incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other share-based awards, and other cash-based awards. The material terms of the Incentive Plan are discussed in the section of the Proxy Statement/Prospectus entitled “The Incentive Plan Proposal” beginning on page 136 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Directors and Executive Officers

The information regarding PubCo’s directors and executive officers set forth under the headings “Directors and Executive Officers” and “Executive Compensation” in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.06 Change in Shell Company Status

As a result of the Business Combination, which fulfilled the definition of a business combination as required by SPAC’s organizational documents, the SPAC ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing Date. The material terms of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled “The Business Combination Proposal” beginning on page 85 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 25, 2026, PubCo issued a press release

announcing the consummation of the Business Combination, which is included in this Current Report on Form 8-K as Exhibit 99.4.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The following historical financial statements

of SPAC and the related notes beginning on page F-3 of the Proxy Statement/Prospectus are incorporated herein by reference: (i) unaudited

financial statements as of and for the three and nine months ended October 31, 2025, the three months ended October 31, 2024 and for the

period from July 23, 2024 (inception) through January 31, 2025; and (ii) the audited financial statements as of and for the period ended

January 31, 2026.

The following historical financial statements

of March GL and Greenland and the related notes beginning on page F-50 of the Proxy Statement/Prospectus are incorporated herein by reference:

(i) unaudited consolidated financial statements as of September 30, 2025; (ii) unaudited statements of operations, statements of changes

in stockholders’ equity, and statements of cash flows for the period ended September 30, 2025; and (iii) the audited financial statements

as of and for the period ended December 31, 2025.

The historical financial statements of PubCo,

March GL, and Greenland, and the related notes as of December 31, 2025 are included as Exhibit 99.1 to this Current Report on Form 8-K

and incorporated by reference herein.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial

information of SPAC, March GL, PubCo and Greenland as of December 31, 2025, are set forth in Exhibit 99.2 hereto and are incorporated

by reference herein.

(d) Exhibits

Exhibit Index

Exhibit No.

Description

2.1+

Business Combination Agreement, dated as of September 9, 2025, by and among (i) Pelican Holdco, Inc., (ii) SPAC Merger Sub, Inc., (iii) Greenland Exploration Limited, (iv) Greenland Merger Sub, Inc., (v) March GL Company, (vi) March GL Merger Sub, Inc., and (vii) Pelican Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4, as amended (File No. 333-291171) filed on October 30, 2025).

3.1

Amended and Restated Certificate of Formation of Greenland Energy Company, effective upon the Closing.

3.2

Amended and Restated Bylaws of Greenland Energy Company, effective upon the Closing.

10.1

Form of Lock-up Agreement.

10.2

Form of Registration Rights Agreement.

10.3

Form of Indemnification Agreement.

10.4

Form of Warrant Agreement.

16.1

Letter from Fruci & Associates II, PLLC to the Securities and Exchange Commission, dated March 27, 2026.

99.1

Audited financial statements for the period ended December 31, 2025.

99.2

Unaudited Pro Forma Condensed Combined Financial Information of SPAC, March GL, PubCo and Greenland.

99.3

March GL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the period from March 31, 2025 (inception) to December 31, 2025.

99.4

Press Release

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). PubCo agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.

Dated: March 27, 2026

GREENLAND ENERGY COMPANY

By:

/s/

Robert Price

Name:

Robert Price

Title:

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: greenlandenergy_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDED & RESTATED

CERTIFICATE OF FORMATION OF

GREENLAND ENERGY COMPANY

Greenland Energy Company, a Texas corporation (file number 806206194), pursuant to the provisions of the Texas Business Organizations Code, hereby amends and restates its Certificate of Formation as follows. This Amended and Restated Certificate of Formation accurately copies the Certificate of Formation and all amendments thereto that are in effect, as further amended by this Amended and Restated Certificate of Formation, and was duly approved in the manner required by the TBOC.

The undersigned hereby certifies that:

FIRST: The name of the corporation is Greenland Energy Company (the “Corporation”). The Corporation filed its original Certificate of Formation with the Secretary of State of the State of Texas on September 9, 2025 under the name “Pelican Holdco, Inc.” The Corporation is a for-profit corporation.

SECOND: The address of the registered office of the Corporation in the State of Texas is 5900 Balcones Drive, Suite 100, Austin, TX 78731, and the name its registered agent at such address is Texan Registered Agent LLC. The mailing address of the Corporation is 3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Texas Business Organizations Code, as amended (the “TBOC”).

FOURTH:

(a) The total number of shares of stock which the Corporation shall have the authority to issue is 510,000,000, consisting of 500,000,000 shares of Common Stock, which shares shall have a par value of $0.0001 per share (the “Common Stock”) and 10,000,000 shares of Preferred Stock, which shares shall have a par value of $0.0001 per share (the “Preferred Stock”).

(b) The designations, preferences, privileges, and voting powers of the shares of each class and the restrictions or qualifications thereof are as follows:

(i) subject to the rights of the holders of any series of Preferred Stock, the holders of Common Stock are entitled to vote upon all matters submitted to a vote of the shareholders, with each share of Common Stock entitled to one vote;

(ii) all shares of Common Stock have identical rights and privileges, and no shares shall be convertible into any other class or series of stock;

(iii) except as otherwise required by the TBOC or this Certificate of Formation, the holders of Common Stock shall vote together as a single class; and

(iv) the Board of Directors is authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the designation, number of shares, voting powers (if any), and the preferences and relative, participating, optional, or other special rights, and any qualifications, limitations, or restrictions thereof.

(c) Except as set forth in Subsection (d) of this Article FOURTH, the affirmative vote or consent of the holders of four-fifths of all classes of stock of the Corporation entitled to vote in elections of directors, considered for purposes of this Article FOURTH as one class, shall be required (i) for the adoption of any agreement for the merger or consolidation of the Corporation with or into any other corporation; (ii) to authorize any sale, lease or exchange of all or substantially all of the assets of the Corporation to, or any sale, lease or exchange to the Corporation or any subsidiary thereof in exchange for securities of the Corporation of any assets of, any other corporation, person or other entity; or (iii) to authorize dissolution or liquidation of the Corporation. Such affirmative vote or consent shall be in addition to the vote or consent of the holders of shares of the stock of the Corporation otherwise required by the TBOC or any agreement between the Corporation and any national securities exchange.

(d) The provisions of Subsection (c) of this Article FOURTH shall not be applicable to (i) any merger or consolidation of the Corporation with or into any other corporation, or any sale, lease or exchange of all or substantially all of the assets of the Corporation to, or any sale, lease or exchange to the Corporation or any subsidiary thereof in exchange for securities of the Corporation of any assets of, any other corporation, or to liquidation or dissolution, if the Board of Directors shall by resolution have approved a memorandum of understanding with such other corporation with respect to and substantially consistent with such transaction or such liquidation or dissolution; or (ii) any merger or consolidation of the Corporation with, or any sale, lease or exchange to the Corporation or any subsidiary thereof of any of the assets of, any other corporation of which a majority of the outstanding shares of all classes of stock entitled to vote in elections of directors is owned of record or beneficially by the Corporation and its subsidiaries.

(e) No amendment to this Certificate of Formation shall amend, alter, change or repeal any of the provisions of Subsections (c) and (d) of this Article FOURTH, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of the holders of four-fifths of all classes of stock of the Corporation entitled to vote in elections of directors, considered for the purposes of this Article FOURTH as one class.

FIFTH:

(a) The Corporation affirmatively elects to be governed by Section 21.419 of the TBOC and any successor provision thereto. During any time that the Corporation has its Common Stock listed on a national securities exchange (as defined in Section 1.002(55-a) of the TBOC) or has 500 or more shareholders, no shareholder (as defined in Section 21.551(2) of the TBOC) of the Corporation may institute or maintain a derivative proceeding in the right of the Corporation unless such shareholder, at the time the derivative proceeding is instituted, holds at least 3% of the outstanding shares of the Corporation.

(b) The Corporation affirmatively elects to be governed by Section 21.373 of the TBOC during any time that (i) the Corporation’s principal office is located in the State of Texas or (ii) the Corporation is admitted to listing on a stock exchange that (A) has its principal office in the State of Texas and (B) has received approval by the securities commissioner of the State of Texas under Subchapter C, Chapter 4005, Government Code of the State of Texas.

SIXTH:

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors of the Corporation shall be fixed solely as specified in the bylaws of the Corporation (the “Bylaws”). Such number may from time to time be increased or decreased in such manner as may be prescribed by the Bylaws. In no event shall the number of directors be less than the minimum number prescribed by the TBOC. The election of directors need not be by written ballot. There shall be no qualifications on directors.

(b) The Board of Directors is expressly authorized and empowered to alter, amend and repeal the Bylaws or adopt new Bylaws. The shareholders may, by the vote of the holders of not less than four-fifths of all classes of stock of the Corporation entitled to vote in the election of directors, make additional Bylaws and alter, amend and repeal any Bylaws, whether such Bylaws were originally adopted by the shareholders or otherwise; provided, however, that nothing in this Subsection (b) of this Article SIXTH shall affect the right of shareholders to set qualifications for directors as provided in the preceding Subsection (a) of this Article SIXTH. For the avoidance of doubt, the adoption, alteration, amendment or repeal of any Bylaws fixing qualifications for a class of directors must be approved by the affirmative vote of the majority of the shares of the relevant class present in person or represented by proxy and entitled to vote on such adoption, alteration, amendment or repeal of the applicable Bylaws pursuant to Subsection (a) of this Article SIXTH.

(c) Any director elected or appointed by a class of shareholders may be removed by the shareholders of that class at any time in such manner as shall be provided in the Bylaws.

(d) The Board of Directors shall be divided into three classes: Class I, Class II, and Class III. The number of directors in each class shall be as nearly equal as possible. The initial Class I directors shall hold office until the first annual meeting of shareholders following the effectiveness of this Certificate; the initial Class II directors until the second such annual meeting; and the initial Class III directors until the third such annual meeting. At each annual meeting thereafter, the successors to the class of directors whose terms expire at that meeting shall be elected for a term of three years. Each director shall hold office until such director’s successor has been duly elected and qualified or until such director’s earlier death, resignation, or removal. The Board of Directors is authorized to assign directors already in office to classes and to make equitable adjustments to the classes in connection with any increase or decrease in the number of directors; provided that no class shall have fewer than one director.

(e) The names, addresses and class of the directors constituting the initial Board of Directors are as follows:

Name

Address

Class

Robert Price

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

III

Larry G. Swets, Jr.

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

III

Daniel M. McCabe

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

Melanie Furlan

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

III

Roderick McIllree

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

Scott D. Wollney

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

Hassan R. Baqar

3400 East Bayand Avenue, Suite 400, Denver, Colorado 80209

SEVENTH: The Corporation is to have perpetual existence.

EIGHTH:

(a) Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of the Preferred Stock to call a special meeting of the holders of such series, special meetings of shareholders of the Corporation may be called only by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, or the holders of not less than 50% (or, if lower, the highest percentage of ownership that may be set under the TBOC) of the Corporation’s outstanding shares of capital stock entitled to vote at such special meeting.

(b) Advance notice of shareholder nominations for the election of directors and of business to be brought by shareholders before any meeting of the shareholders of the Corporation shall be given in the manner provided in the Bylaws.

NINTH:

(a) To the fullest extent permitted by the TBOC, as it presently exists or may hereafter be amended from time to time, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer. If the TBOC is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the TBOC, as so amended. Any repeal or amendment of this Subsection (a) of this Article NINTH by the shareholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate of Formation inconsistent with this Subsection (a) of this Article NINTH will, unless otherwise required by the TBOC, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors or officers) and shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

(b) To the fullest extent permitted by the TBOC, as the same now exists or may hereafter be amended from time to time, the Corporation is authorized to indemnify, and provide advancement of expenses to, its directors, officers, employees and agents (and any other persons to which the TBOC permits the Corporation to provide indemnification) through provisions in the Bylaws, agreements with such directors, officers, employees, agents or other persons, the vote of shareholders or disinterested directors or otherwise.

TENTH: Except as otherwise provided by the TBOC, no action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, and the power of shareholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

ELEVENTH:

(a) Unless the Corporation consents in writing to the selection of an alternative forum, the Business Court in the First Business Court Division of the State of Texas (the “Business Court”) (or, if the Business Court determines that it lacks jurisdiction, the federal district court for the Northern District of Texas, Dallas Division) shall, to the fullest extent permitted by the TBOC, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director, officer, other employee, agent or shareholder of the Corporation to the Corporation or the Corporation’s shareholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action arising pursuant to any provision of the TBOC or this Certificate of Formation or the Bylaws or as to which the TBOC confers jurisdiction on the Business Court, (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Formation or the Bylaws, (v) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine, (vi) any action asserting an “internal entity claim” as that term is defined in Section 2.115 of the TBOC, or (vii) any other action within the jurisdiction of the Business Court, including any claims within the supplemental jurisdiction of the Business Court; provided, however, that this exclusive forum provision will not apply to any claims arising under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of, and have consented to, the provisions of this Subsection (a) of this Article ELEVENTH, and shall be deemed to have notice of, and have consented that the Business Court shall be the sole and exclusive forum for the resolution of the foregoing disputes to the fullest extent permitted by the TBOC. If any action the subject matter of which is within the scope of this Subsection (a) of this Article ELEVENTH is filed in a court other than the Business Court (or, if the Business Court determines that it lacks jurisdiction, the federal district court for the Northern District of Texas, Dallas Division) (a “Foreign Action”) by or in the name of any shareholder, such shareholder shall be deemed to have notice of, and have consented to, (y) the exclusive personal jurisdiction of the Business Court (or, if the Business Court determines that it lacks jurisdiction, the federal district court for the Northern District of Texas, Dallas Division) in connection with any action brought in any such court to enforce this Subsection (a) of this Article ELEVENTH and (z) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. The existence of any prior consent to, or selection of, an alternative forum by the Corporation shall not act as a waiver of the Corporation’s ongoing consent right as set forth in this Subsection (a) of this Article ELEVENTH with respect to any current or future actions or claims. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act or the Exchange Act. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article ELEVENTH.

(b) ANY PERSON OR ENTITY PURCHASING OR OTHERWISE ACQUIRING OR HOLDING ANY INTEREST IN SHARES OF STOCK OF THE CORPORATION SHALL BE DEEMED TO HAVE IRREVOCABLY AND UNCONDITIONALLY WAIVED ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ASSERTING AN “INTERNAL ENTITY CLAIM” AS THAT TERM IS DEFINED IN SECTION 2.115 OF THE TBOC, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OTHER LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM WITHIN THE SCOPE OF SUBSECTION (a) OF THIS ARTICLE ELEVENTH.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its duly authorized representative as of this 25th day of March, 2026.

By:

/s/ Robert Price

Name:

Robert Price

Title:

Authorized Signatory

[Signature Page to the Certificate of Formation of Greenland Energy Company]

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: greenlandenergy_ex3-2.htm · Sequence: 3

Exhibit 3.2

AMENDED & RESTATED

BYLAWS

GREENLAND ENERGY COMPANY

ARTICLE I

OFFICES

Section 1. The initial registered office of the Corporation in the State of Texas is 5900 Balcones Drive, Suite 100, Austin, TX 78731. The name of the Corporation’s initial registered agent at such address is Registered Agents Inc.

Section 2. Greenland Energy Company (the “Corporation”) may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. All meetings of the shareholders shall be held in the City of Houston, State of Texas, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Texas as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Board of Directors may, in its discretion, determine that the meeting may be held solely by means of remote communication. If authorized by the Board of Directors, and subject to any guidelines and procedures adopted by the Board of Directors, shareholders not physically present at a shareholders’ meeting may participate in the meeting by means of remote communication and may be considered present in person and may vote at the meeting, whether held at a designated place or solely by means of remote communication, subject to the conditions imposed by applicable law.

Section 2. Annual meetings of shareholders shall be held on such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each shareholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the Corporation shall prepare, no later than the eleventh (11th) day before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder, the type of shares held by each shareholder, the number of shares held by each shareholder, and the number of votes that each shareholder is entitled to if the number of votes is different from the number of shares held. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, at the registered office or the principal executive office of the Corporation. The original share transfer records shall be prima-facie evidence of the shareholders entitled to examine the list and to vote at any meeting of shareholders.

Section 5. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of formation of the Corporation (the “Certificate of Formation”), may be called by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, or the shareholders as provided in the Certificate of Formation. Only business within the purpose or purposes described in the notice may be conducted at a special meeting of the shareholders.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the special meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each shareholder entitled to vote at such meeting. Notwithstanding the foregoing, notice of a shareholder meeting regarding a fundamental business transaction (as defined in the Texas Business Organizations Code (the “TBOC”)) must (a) be given to each shareholder of the Corporation not later than twenty-one (21) days prior to the meeting, regardless of whether the shareholder is entitled to vote on the matter, and (b) state that the purpose, or one of the purposes, of the meeting is to consider a fundamental business transaction.

Section 7.

(a) Business at Meetings of Shareholders.

(1) The proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors or (iii) by any shareholder of the Corporation who was a shareholder of record of the Corporation at the time the notice provided for in this Section 7 is delivered to the Secretary of the Corporation, who (A) is entitled to vote at the meeting, (B) as applicable, is eligible to submit a proposal (as determined pursuant to Subsection (b) of Article FIFTH of the Certificate of Formation (any shareholder satisfying the criteria described in (A) and (B), an “Eligible Shareholder”), and (C) complies with the notice procedures set forth in this Section 7.

(2) For business to be properly brought before an annual meeting by an Eligible Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 7, the Eligible Shareholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business must constitute a proper matter for shareholder action. To be timely with respect to an annual meeting, an Eligible Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the Eligible Shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of an Eligible Shareholder’s notice as described above. Such Eligible Shareholder’s notice shall set forth: (A) a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these bylaws of the Corporation (these “Bylaws”), the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Eligible Shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (B) as to the Eligible Shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (i) the name and address of such Eligible Shareholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such Eligible Shareholder and such beneficial owner, (iii) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and such shareholder (or a qualified representative of such shareholder) intends to appear in person at the meeting to propose such business or nomination, and (iv) a representation whether the Eligible Shareholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal, or as applicable pursuant to Article FIFTH of the Certificate of Formation, to deliver a proxy statement and/or form of proxy to holders of at least sixty-seven percent of the Corporation’s outstanding capital stock, and/or (y) otherwise to solicit proxies from shareholders in support of such proposal.

(3) Only persons who were nominated by the Board of Directors or nominated by shareholders in accordance with the procedures set forth in this paragraph (a)(3) of this Section 7 shall be eligible for election as directors at an annual meeting of shareholders. Nominations of persons for election to the Board of Directors may be made by or at the direction of the Board of Directors (or an authorized committee thereof) or by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedure set forth in paragraph (a)(3) of this Section 7. Such nominations, other than those made by or at the direction of the Board of Directors (or an authorized committee thereof), shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely with respect to an annual meeting, a shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. With respect to an annual or special meeting, such shareholder’s notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including without limitation such persons’ written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice, (i) the name and address, as they appear on the Corporation’s books, of such shareholder, (ii) the class and number of shares of the Corporation which are beneficially owned by such shareholder and (iii) a statement confirming whether such shareholder intends to solicit proxies or votes in support of such director nominee in accordance with Rule 14a-19 under the Exchange Act, including but not limited to delivering a proxy statement and form of proxy and soliciting at least the percentage of the voting power of all of the shares of the stock of the Corporation required under applicable law to elect the nominee. Any person nominated by the Board of Directors (or an authorized committee thereof) for election as a director shall, at the request of the Board of Directors (or such authorized committee), furnish to the Secretary of the Corporation that information required to be set forth in a shareholder’s notice of nomination which pertains to the nominee. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Nomination by shareholders holding a particular class of stock may be made only for directors to be elected by such class.

(4) Notwithstanding the foregoing provisions of this Section 7, unless otherwise required by law, no shareholder shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such shareholder has compiled with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies. If (A) any shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (B) such shareholder subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or (3) under the Exchange Act (as determined by the Board of Directors or an officer designated thereby), then the Corporation shall disregard any proxies for any proposed nominees on the Corporation’s proxy card other than the Corporation’s nominees, notwithstanding that proxies in favor thereof may have been received by the Corporation. Upon request by the Corporation, if any shareholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder shall deliver to the Secretary of the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.

(b) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting in accordance with Section 6 of Article II. The shareholders requesting a special meeting must, concurrently with the request for a special meeting, provide in writing to the Secretary of the Corporation the same information set forth in Section 7(a) of Article II that is applicable to a shareholder proposal or nomination at an annual meeting of shareholders and otherwise comply with the TBOC, the Certificate of Formation, and the other provisions of these Bylaws, as determined by the Board of Directors. Any determination to be made by the Board of Directors under this Article II may be made by the Board of Directors, a committee of the Board of Directors, or any officer of the Corporation designated by the Board of Directors or a committee of the Board of Directors, and any such determination shall be final and binding on the Corporation, its shareholders, and any other applicable person so long as made in good faith (without any further requirements).

(1) Only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7. Except as otherwise provided by the TBOC, the chairman of the meeting shall have the power and duty (i) to determine whether any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 7 (including whether the shareholder or beneficial owner, if any, on whose behalf the proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s proposal in compliance with such shareholder’s representation as required by clause (iv) of paragraph (a)(2)(B) of this Section 7) and (ii) if any proposed business was not made or proposed in compliance with this Section 7, to declare that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 7, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the Corporation to present such proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(2) For purposes of this Section 7, “public announcement” shall include disclosure in a press release reported by the Dow Jones Newswires, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 7, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 7. Nothing in this Section 7 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Formation.

Section 8. Unless otherwise determined by the Board of Directors, the Chairman of the Board of Directors shall act as chairman of any meetings of shareholders. Only the Board of Directors may determine who shall act as chairman of any meeting of shareholders. The Secretary of the Corporation shall act as secretary of the meeting. If the Secretary of the Corporation is not present, the chairman of the meeting shall appoint a secretary of the meeting. The Board of Directors may adopt such rules and regulations for the conduct of the meeting of shareholders as it shall deem appropriate. Unless otherwise determined by the Board of Directors prior to the meeting, the chairman of the meeting shall determine the order of business and shall have the authority in his discretion to regulate the conduct of any such meeting, including, without limitation, (a) convening the meeting, concluding the meeting and rescheduling, recessing or adjourning the meeting, regardless of whether a quorum is present, to a later date and time and at a place, if any, announced at the meeting, (b) announcing the date and time of the opening and the closing of the polls for each matter upon which the shareholders will vote, (c) imposing restrictions on the persons (other than shareholders of record of the Corporation or their duly appointed proxies) who may attend any such meeting, (d) establishing procedures for the dismissal of business not properly presented, (e) maintaining order at the meeting and safety of those present, (f) restricting entry to the meeting after the time fixed for commencement, (g) limiting the circumstances in which any person may make a statement or ask questions, and the time allotted thereto, at any meeting of shareholders, (h) removing any shareholder or any other individual who refuses to comply with meeting rules, regulations or procedures, (i) restricting the use of audio and video recording devices, cell phones and other electronic devices, (j) establishing rules, regulations or procedures for compliance with any state or local laws or regulations, including those concerning safety, health and security, and (k) implementing procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting.

Section 9. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Formation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 10. Except as otherwise provided by the TBOC, the Certificate of Formation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders.

Section 11. Except as otherwise provided in the Certificate of Formation, each shareholder shall at every meeting of the shareholders be entitled to one vote in person or by proxy for each share of capital stock of the Corporation having voting power held by such shareholder. No proxy shall be voted on after eleven (11) months from its date, unless the proxy provides for a longer period.

Section 12. The Corporation may, and to the extent required by the TBOC, shall, in advance of any meeting of shareholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of shareholders, the person presiding at the meeting may, and to the extent required by the TBOC, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole Board of Directors shall be not less than three and not more than eleven, as may be determined from time to time by the Board of Directors. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 of this Article III, and each director elected shall hold office until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be shareholders.

Section 2. [Reserved]

Section 3. Except as otherwise provided by the TBOC, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by the TBOC.

Section 4. At any special meeting of the shareholders, duly called as provided in the Certificate of Formation and these Bylaws, any director or directors may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the outstanding shares of the particular class entitled to vote in an election of such director.

Section 5.

(a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or other representative (as defined in the TBOC) of another corporation or of a partnership, joint venture, trust or other enterprise or organization, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer of the Corporation or in any other capacity while serving as a director or officer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the TBOC, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in paragraph (c) of this Section 5 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

(b) The rights to indemnification conferred in paragraph (a) of this Section 5 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter, an “advancement of expenses”); provided, however, that, if the TBOC requires, an advancement of expenses incurred by an indemnitee shall be made only after delivery to the Corporation of (1) a written affirmation by the indemnitee of the indemnitee’s good faith belief that the indemnitee has met the standard of conduct necessary for indemnification under the TBOC and (2) a written undertaking (hereinafter, an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial determination from which there is no further right to appeal (hereinafter, a “final adjudication”) or otherwise in accordance with the TBOC that such indemnitee has not met that standard necessary for indemnification under the TBOC or that indemnification is prohibited by the TBOC.

(c) If a claim under paragraph (a) or (b) of this Section 5 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an indemnitee to enforce a right to an advancement of expenses), it shall be a defense that the indemnitee has not met any applicable standard for indemnification set forth in the TBOC. In any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard for indemnification set forth in the TBOC. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the TBOC, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right of indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not to be indemnified, or to such advancement of expenses, under this Section 5 or otherwise shall be on the Corporation.

(d) The rights to indemnification and to the advancement of expenses conferred in this Section 5 shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation’s Certificate of Formation or any statute, agreement, vote of shareholders or disinterested directors or otherwise.

(e) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or any Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the TBOC.

(f) The Corporation may, to the extent authorized from time to time by the Board of Directors, the Chief Executive Officer, the President or the General Counsel, grant rights to indemnification and rights to advancement of expenses to any current or former employee or agent of the Corporation with the same or lesser scope and effect as the foregoing indemnification of, and advancement of expenses to, current and former directors and officers of the Corporation.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Texas.

Section 7. The first meeting of each newly elected Board of Directors shall be held as soon as is practicable after each annual election of directors at the same place at which regular meetings of the Board of Directors are held, and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting; provided, that a quorum shall be present. Such meeting, however, may be held at such time and other place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 8. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 9. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the President, or the Secretary on two days’ notice to each director, either personally or by mail or, if the director has consented, by electronic transmission. Special meetings shall be called by the Chairman of the Board of Directors, the President or the Secretary in like manner and on like notice on the written request of a majority of the directors.

Section 10. At all meetings of the Board of Directors, two-thirds of the directors shall constitute a quorum for the transaction of business at such meeting, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by the TBOC or by the Certificate of Formation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11. Unless otherwise restricted by the Certificate of Formation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing. After an action is taken, the writing or writings shall be filed with the minutes of proceedings of the Board of Directors or committee.

COMMITTEES OF DIRECTORS

Section 12. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution and subject to any limitation set forth in the TBOC, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. A majority of all of the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any committee at any time, to fill vacancies, and to discharge any committee, either with or without cause, at any time.

COMPENSATION OF DIRECTORS

Section 14. The Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the TBOC or of the Certificate of Formation or of these Bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given by mail, addressed to such director or shareholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, or by other means of written communication (including electronic transmission by the Corporation).

Section 2. Whenever any notice is required to be given under the provisions of the TBOC or of the Certificate of Formation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer, a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may, by resolution, designate the Chairman of the Board of Directors as an officer of the Corporation. The Board of Directors may also choose additional Vice-Presidents, one or more Vice-Chairmen of the Board of Directors, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Formation or these Bylaws otherwise provide. The Board of Directors may, by resolution, appoint two (2) persons to the same office, such that an officer position may be filled by two (2) individuals serving simultaneously, with the titles of such persons to be as designated by the Board of Directors.

Section 2. The Board of Directors, at its first meeting after each annual meeting of shareholders, shall choose a Chief Executive Officer, a President, one or more Vice-Presidents, a Secretary and a Treasurer.

Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4. The officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

THE CHIEF EXECUTIVE OFFICER

Section 5. The principal executive officer of the Corporation shall be the Chief Executive Officer. Subject to the direction of the Board of Directors, the Chief Executive Officer of the Corporation shall have, and exercise, direct charge of, and general supervision over, the business and affairs of the Corporation. He shall from time to time report to the Board of Directors all matters within his knowledge that the interests of the Corporation may require to be brought to its notice, and shall also have such other powers and perform such other duties as may be specifically assigned to him from time to time by the Board of Directors. The Chief Executive Officer shall see that all resolutions and orders of the Board of Directors are carried into effect, and in connection with the foregoing, shall be authorized to delegate to the other officers such of his powers and such of his duties as he may deem to be advisable. The Chief Executive Officer shall possess the power to sign all contracts, certificates and other instruments of the Corporation as the Board of Directors from time to time may prescribe.

THE PRESIDENT

Section 6. The President of the Corporation shall perform such duties as may be assigned to him from time to time by the Board of Directors. Subject to the direction of the Board of Directors, he shall perform all duties incident to the office of a president in a corporation organized under Texas law. The President shall see that all resolutions and orders of the Board of Directors are carried into effect, and in connection with the foregoing, shall be authorized to delegate to the other officers such of his powers and such of his duties as he may deem to be advisable. The President shall execute bonds, mortgages and other contracts requiring the seal, under the seal of the Corporation, except where required or permitted by the TBOC to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

THE VICE-PRESIDENTS

Section 7. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 8. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 9. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 10. The Treasurer of the Corporation shall have the custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors or by any officer authorized by the Board of Directors to make such designation. The Treasurer shall exercise such powers and perform such duties as generally pertain or are necessarily incident to his office and shall perform such other duties as may be specifically assigned to him from time to time by the Board of Directors, the Chief Executive Officer or the President. The Treasurer may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors and may execute and deliver such documents, certificates and such other instruments that the Board of Directors has authorized to be executed and delivered, except in cases where the execution and delivery thereof shall be expressly delegated to another officer or as otherwise required by law to be executed and delivered by another person.

Section 11. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors (or if there be no such designation, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1.

(a) The shares of stock of the Corporation shall be either certificated or uncertificated, as determined by the Board of Directors. Each such share of stock may be issued in a book-entry form and otherwise eligible for registration under a direct registration system.

(b) Every holder of duly issued certificated shares of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chief Executive Officer or the President or a Vice-President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by the holder in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, each certificate representing a class or series of stock that is issued by the Corporation must conspicuously state on the front or back of the certificate the designations, preferences, limitations and relative rights of such class or series of stock, to the extent they have been determined, and the authority of the governing authority to make those determinations as to subsequent series, provided that, except as otherwise provided in the TBOC, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue a statement that the information regarding the designations, preferences, limitations and relative rights of such class or series of stock, to the extent they have been determined, and the authority of the governing authority to make those determinations as to subsequent series, is stated in the Corporation’s governing documents and that the Corporation, on written request to the Corporation’s registered office or principal executive office, will provide a free copy of such information to the record holder of the certificate.

Section 2. If a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation by the holder thereof, or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a transfer agent of the Corporation, if any, and on surrender of the certificate or certificates for such shares properly endorsed.

FIXING RECORD DATE

Section 5. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

Section 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the TBOC.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon capital stock of the Corporation, subject to the provisions of the TBOC and of the Certificate of Formation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to the TBOC. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Formation.

FISCAL YEAR

Section 1. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SEAL

Section 1. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Texas.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

AMENDMENTS

Section 1. The Board of Directors is expressly authorized and empowered to alter, amend and repeal these Bylaws or adopt new Bylaws. The shareholders may, by the vote of the holders of not less than four-fifths of all classes of stock of the Corporation entitled to vote in the election of directors, as one class, make additional Bylaws and alter, amend and repeal any Bylaws, whether such Bylaws were originally adopted by the shareholders or otherwise; provided, however, that nothing in this Article VIII shall affect the right of shareholders to set qualifications for directors as provided in the Certificate of Formation.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: greenlandenergy_ex10-1.htm · Sequence: 4

Exhibit 10.1

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of March 25, 2026, by and among (i) Pelican Holdco, Inc. (the “Company”), a Texas corporation, (ii) Pelican Acquisition Corporation, a Cayman Islands exempted company with limited liability (“SPAC”), and (iii) the undersigned shareholders of the Company (each, a “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

BACKGROUND

A. (i) SPAC; (ii) the Company; (iii) Pelican Merger Sub, Inc., a Texas corporation (“Pelican Merger Sub”); (iv) Greenland Exploration Limited, a Texas corporation (“Greenland”); (v) March GL Company, a Texas corporation (“March GL”); (vi) Greenland Merger Sub, Inc., a Texas corporation (“Greenland Merger Sub”); and (vii) March GL Merger Sub, Inc. a Texas corporation (“March GL Merger Sub” and, together with Pelican Merger Sub and Greenland Merger Sub, the “Merger Subs” and each individually, a “Merger Sub,” each a Subsidiary of Holdco), each a “Party” and collectively, the “Parties,” are concurrently herewith entering into an Agreement and Plan of Merger (as the same may be amended, restated or supplemented, the “Merger Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement), pursuant to which each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time will be converted into the right to receive shares of Holdco Common Stock as fully set forth in the Merger Agreement.

B. As of the date hereof, each Holder is a holder of Company Common Stock, in such amounts as set forth underneath such Holder’s name on such Holder’s signature page hereto. Such Holder does not beneficially own any securities exercisable for or convertible into Company Common Stock except as indicated on the signature page hereto.

C. Pursuant to the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce SPAC to enter into the Merger Agreement and to proceed with the Merger, the parties desire to enter into this Agreement, pursuant to which the Holdco Common Stock to be received by each Holder as consideration in the Merger, and further including any other securities held by each Holder immediately following the Merger which are convertible into, or exercisable, or exchangeable for, Holdco Common Stock (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

D. As a condition of, and as a material inducement for the Company to enter into and consummate the transaction as fully set forth in the Merger Agreement, the Holder has agreed to execute and deliver this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Lock-Up.

(a) During the Lock-up Period (as defined below), each Holder irrevocably agrees that, without the prior written consent of the Company, it, he or she will not offer, sell, contract to sell, pledge, assign, lend, offer, donate, hypothecate or otherwise transfer or dispose of, directly or indirectly, any of the Lock-up Shares (as defined below), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any such transaction is to be settled by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any of the Lock-Up Shares.

(b) In furtherance of the foregoing, the Company will (i) place an irrevocable stop order on all Lock-up Shares, including those which may be covered by a registration statement, and (ii) notify the Company’s transfer agent (or its successor) in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Company’s transfer agent (or its successor) not to process any attempts by any Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.

(c) For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

(d) For purpose of this Agreement, the “Lock-up Period” means the period beginning on the Closing Date and ending on the earlier of (i) 90 days after the Closing Date, or (ii) subsequent to the Closing Date, one-hundred percent (100%) of the Lock-up Shares shall be released from the Lock-up Period on the date on which (x) the trading price of the Company’s Common Stocks equals or exceeds US$15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) at the close of the Trading Day, for any ten (10) Trading Days (as defined below) within any twenty (20) Trading Day period; or (ii) subsequent to the Closing, the date on which the Company consummates a Change of Control (as defined below). For the purposes of this Agreement, “Trading Day” means any day on which the principal securities exchange or securities market on which the Company’s Common Stock is then listed or quoted is open for trading.

(e) The restrictions set forth herein shall not apply to: (i) transfers or distributions to any Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act) or to the estates of any of the foregoing; (ii) transfers by bona fide gift to a member of a Holder’s immediate family or to a trust, the beneficiary of which is such Holder or a member of such Holder’s immediate family for estate planning purposes; (iii) by virtue of the laws of descent and distribution upon death of a Holder; or (iv) pursuant to a qualified domestic relations order, in each case where such transferee enters into a written agreement in form and substance reasonably satisfactory to the Company, agreeing to be bound by the terms of this Agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister of a Holder, and lineal descendant (including by adoption) of such Holder or of any of the foregoing persons.

In addition, after the Closing Date, if there is a Change of Control, then upon the consummation of such Change of Control, all Lock-up Shares shall be released from the restrictions contained herein. A “Change of Control” means: (a) the sale of all or substantially all of the consolidated assets of the Company and the Company subsidiaries to a third-party purchaser; (b) a sale resulting in no less than a majority of the voting power of the Company being held by person that did not own a majority of the voting power prior to such sale; or (c) a merger, consolidation, recapitalization or reorganization of the Company with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the board of directors (or its equivalent) of the resulting entity or its parent company.

2. Representations and Warranties. Each of the parties hereto, by their respective execution and delivery of this Agreement, hereby represents and warrants to the other, severally and not jointly, that (a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement, (b) this Agreement has been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable against such party in accordance with the terms of this Agreement, and (c) the execution, delivery and performance of such party’s obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which such party is a party or to which the assets or securities of such party are bound.

3. Beneficial Ownership. Each Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of capital stock of the Company, or any economic interest in or derivative of such stock, other than those securities specified on such Holder’s signature page hereto. For purposes of this Agreement, the ordinary shares of the Company beneficially owned by a Holder as specified on such Holder’s signature page hereto, together with the Restricted Securities to be received by such Holder in connection with and subject to the consummation of the Transaction, are collectively referred to as the “Lock-up Shares”.

4. No Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (a) in person, (b) by facsimile or other electronic means, with confirmation of receipt, (c) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (d) 3 Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

(i)

If to SPAC prior to the Closing, to:

1185 Avenue of the Americas

Suite 304

New York, NY 10036

Attn: Robert Labbe, Chief Executive Officer

Telephone No.: 212-612-1400

E-mail: rlabbe@labbecompany.com

with a copy (which shall not constitute notice) to:

Celine & Partners PLLC

1345 Avenue of the Americas, FL 33

New York, NY 10105

Attn: Cassi Olson

E-mail: colson@celinelaw.com

(ii)

If to the Companies at or prior to the Closing, or SPAC or the Companies after the Closing, to:

Greenland Exploration Limited

104 S. Walnut Street

Itsaca, IL 60143

Attn: Larry G. Swets, Jr., Chief Executive Officer

E-mail: lswets@itascafinancial.com

with a copy (which shall not constitute notice) to:

Winston & Strawn LLP

800

Capitol St., Suite 2400

Houston, Texas 77002

Attn: Michael J. Blankenship

E-mail: mblankenship@winston.com

and

March GL Company

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

Attn: Robert Price

E-mail: Robert.price4@gmail.com

with a copy (which shall not constitute notice) to:

Haynes and Boone, LLP

2801 N. Harwood Street, Suite 2300

Dallas, Texas 75210

Attn: Larry L. Shosid

E-mail: larry.shosid@haynesboone.com

(iii)

If to any Holder, to the address set forth on such Holder’s signature page hereto;

or to such other address as any party may have furnished to the others in writing in accordance herewith.

Enumeration and Headings. The enumeration and headings contained in this Agreement are for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

Counterparts. This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and permitted assigns of the parties hereto. Each Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by the Company and its successors and assigns.

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

Dispute Resolution. Article XII of the Merger Agreement regarding jurisdiction and waiver of jury trial are incorporated by reference herein to apply with full force to any dispute arising under this Agreement.

Governing Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Texas.

Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflict with a provision in the Merger Agreement, the terms of this Agreement shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

PELICAN ACQUISITION CORPORATION

By:

Name:

Robert Labbe

Title:

Chief Executive Officer

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

COMPANIES:

GREENLAND EXPLORATION LIMITED

By:

Name:

Larry G. Swets, Jr.

Title:

Chief Executive Officer

MARCH GL COMPANY

By:

Name:

Robert Price

Title:

President

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[COMPANY SHAREHOLDER]

By:

Name:

Title:

Address:

NUMBER OF LOCK-UP SHARES: [●]

[Signature Page to Lock-Up Agreement]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: greenlandenergy_ex10-2.htm · Sequence: 5

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2026, is made and entered into by and among, Pelican Holdco, Inc. a Texas corporation (the “Company”); the undersigned former stockholders of March GL Company, a Texas Corporation (“March GL”) who are now Affiliates (as defined herein) of the PubCo (together with their respective Permitted Transferees, the “March GL Holders”), the undersigned former stockholders of Greenland Exploration Limited, a Texas corporation (“Greenland”) who are now Affiliates of the PubCo (together with their respective Permitted Transferees, the “Greenland Holders”), Pelican Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain holders of securities of Pelican Acquisition Corporation (“Pelican”), a Cayman Islands exempted company designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”), the equityholders designated as Greenland Equityholders on Schedule B hereto (collectively, the “Greenland Equityholders”) and the equityholders designated as March GL Equityholders on Schedule C hereto (collectively, the “March GL Equityholders” and, together with the Sponsor, Sponsor Equityholders, Greenland Equityholders, EBC (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, Pelican, the Sponsor and EarlyBirdCapital, Inc. (“EBC”) are parties to that certain Registration Rights Agreement dated as of May 22, 2025 (the “Pelican Prior Agreement”) pursuant to which the Sponsor Equityholders and EBC have certain registration rights with respect to their shares of Pelican Common Stock (the “Founders Shares”), Pelican units issued to the Sponsor and EBC in a private placement (the “Private Placement Units”), each Private Placement Unit consisting of one ordinary share (“Private Placement Common Stock”) and one right to receive shares (“Private Placement Rights”), that were issued in a private placement concurrent with Pelican’s initial public offering, and the Common Stock underlying or convertible from the Private Placement Rights (the “Private Placement Shares”);

WHEREAS, the Company, Pelican, Pelican Merger Sub Inc. a Texas corporation (“Pelican Merger Sub”), Greenland, Greenland Merger Sub, Inc., a Texas Corporation (“Greenland Merger Sub”), March GL and March GL Merger Sub, Inc. a Texas corporation (“March GL Merger Sub”) are party to that certain Agreement and Plan of Merger, dated as of September 9, 2025 (the “Merger Agreement”), pursuant to which, Pelican Merger Sub will merge with and into Pelican, with Pelican surviving as a wholly-owned subsidiary of the Company (the “Pelican Merger”). Immediately thereafter, Greenland Merger Sub will merge with and into Greenland, with Greenland surviving as a wholly-owned subsidiary of Holdco (the “Greenland Merger”). Immediately thereafter, March GL Merger Sub will merge with and into March GL, with March GL surviving as a wholly-owned subsidiary of Holdco (the “March GL Merger”, and together with the Pelican Merger and Greenland Merger, the “Mergers”). Immediately after the March GL Merger, Holdco will contribute all of the issued and outstanding capital stock of March GL to Greenland, resulting in March GL becoming a wholly-owned subsidiary of Greenland.

WHEREAS, in connection with the Pelican Merger contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the Sponsor Equityholders and EBC shall be issued Company common stock, par value $0.0001 per share, of the Company (“Common Stock”), in each case, in such amounts and subject to such terms and conditions as set forth in the Merger Agreement;

WHEREAS, in connection with the Greenland Merger contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the Greenland Equityholders shall be issued Common Stock, in each case, in such amounts and subject to such terms and conditions as set forth in the Merger Agreement;

WHEREAS, in connection with the March GL Merger contemplated by the Merger Agreement and subject to the terms and conditions set forth therein, the March GL Equityholders shall be issued Common Stock, in each case, in such amounts and subject to such terms and conditions as set forth in the Merger Agreement;

WHEREAS, pursuant to Section 5.5 of the Pelican Prior Agreement, the provisions, covenants or conditions set forth therein may be amended or modified upon the written consent of Pelican and the holders (which majority in interest must include the EBC if such amendment or modification affects in any way the rights of the EBC thereunder) of at least a majority in interest of the Registrable Securities (as defined in the Pelican Prior Agreement, the “Pelican Registrable Securities”) at the time in question and the Sponsor Equity Holders and EBC hold in the aggregate at least a majority in the Pelican Registrable Securities as of the date hereof; and

WHEREAS, in connection with the consummation of the Mergers, the parties to the Pelican Prior Agreement desire to amend and restate the Pelican Prior Agreement in its entirety as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant certain Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Block Trade” shall mean an offering and/or sale of Registrable Securities by any Holder on a block trade, underwritten or other coordinated basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” shall mean the Board of Directors of the Company.

“Business Combination” shall mean collectively, the transactions contemplated by the Merger Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Closing” shall have the meaning given in the Merger Agreement.

“Company” shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Demanding Holder” shall have the meaning given in Section 2.1.3.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1 Shelf” shall have the meaning given in Section 2.1.1.

“Form S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holders” shall have the meaning given in the Preamble for so long as such person or entity holds any Registrable Securities.

“Lock-up Period”

shall mean any applicable lock-up period to which a Holder has agreed pursuant to a separate agreement to refrain from any transfers

of Registrable Securities.

“Maximum Number of Securities” shall have the meaning given in Section 2.1.4.

“Minimum Takedown Threshold” has the meaning given in Section 2.1.3.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under which they were made) not misleading.

“Common Stock” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean the recipients of any transfers of Registrable Securities to which a Holder is permitted to transfer Registrable Securities during any applicable Lock-up Period.

“Piggyback Registration” shall have the meaning given in Section 2.2.1.

“Private Placement Shares” shall have the meaning give in the recitals.

“Pro Rata” shall have the meaning given in Section 2.1.4.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (i) any outstanding Common Stock held by a Holder immediately following the Closing, (ii) the Private Placement Shares, (iii) any other equity security of the Company (and any equity securities issued or issuable upon the exercise or conversion of such equity securities) held by a Holder immediately following the Closing, and (iv) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clause (i), (ii) or (iii) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration, including any related Shelf Takedowns, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Stock are then listed;

(B) fees and expenses of compliance with securities or blue-sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) in an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders.

“Registration Statement” shall mean any registration statement filed by the Company with the Commission (other than a Registration Statement on Form S-4 or Form S-8, or their successors) that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“SEC Guidance” has the meaning given in Section 2.1.6.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form S-1 Shelf, the Form S-3 Shelf or any subsequent Shelf Registration.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect)

“Sponsor” shall have the meaning given in the Recitals hereto.

“Subsequent Shelf Registration” shall have the meaning given in Section 2.1.2.

“Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Demand Offering” has the meaning given in Section 2.1.3.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given to in Section 2.1.3.

ARTICLE II

REGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4, Section 2.4 and Section 2.5 hereof, at any time and from time to time on or after the date the Company consummates the initial Business Combination, any Holder may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within twenty (20) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable Securities requested by the Requesting Holder(s) pursuant such Demand Registration as soon as practicable thereafter, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) shall effect the registration thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority in interest of the demanding Holder thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4, Section 2.4 and Section 2.5 hereof, if a majority in interest of the demanding Holder so advises the Company as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of the Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority in interest of the demanding Holder initiating the Demand Registration.

2.1.4 Reduction of

Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand

Registration, in good faith, advises the Company, the demanding Holder and the Requesting Holders (if any) in writing that the

dollar amount or number of Registrable Securities that the demanding Holder and the Requesting Holders (if any) desire to sell,

taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares,

if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held

by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in

the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the demanding Holder and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the aggregate number of Registrable Securities that any Holder has requested be included in such Underwritten Registration pursuant to subsection 2.2.1 hereof; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. The Sponsor or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. Subject to the provisions of Section 2.5, if, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Subject to Section 2..5, any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration (or, in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two (2) business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Registrations on Form

S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant

to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of

any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at

such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect

such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a

Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the

proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who

thereafter wishes to include all or a portion of such Holder’s Registrable Securities

in such Registration on Form S-3 shall so notify the Company, in writing, within twenty (20) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than thirty (30) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $1,000,000.

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be.

2.5 FINRA Restriction of Registration Rights. The demand and piggyback registration rights being granted to the Representative and related persons are subject to FINRA Rule 5110(g)(8) and are limited to one demand and unlimited “piggy-back” rights for periods of five and seven years, respectively, from the commencement of sales of the Company’s initial public offering (“IPO”). In compliance with FINRA Rule 5110(g)(8), registration rights granted to EBC and related persons are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement relating to the IPO and such demand rights may be exercised on only one occasion.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by any Eligible Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and each Eligible Holder of Registrable Securities included in such Registration, and each such Eligible Holder’s legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and each Eligible Holder of Registrable Securities included in such Registration or the legal counsel for any such Eligible Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Eligible Holders;

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Eligible Holder of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Eligible Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;

3.1.9 notify the Eligible Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Eligible Holders (such representative to be selected by a majority of the participating Eligible Holders), the Underwriters, if any, and any attorney or accountant retained by such Eligible Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the name of any Eligible Holder or Underwriter or any information regarding any Eligible Holder or Underwriter in any Registration Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Eligible Holder or Underwriter and providing each such Eligible Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable law;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Eligible Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Eligible Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Eligible Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Eligible Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Eligible Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Eligible Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Eligible Holders that the Eligible Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Eligible Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Eligible Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Eligible Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Eligible Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Eligible Holders of the expiration of any period during which it exercised its rights under this Section 3.4 and, upon the expiration of such period, the Eligible Holders shall be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.

3.5 Reporting Obligations. As long as any Eligible Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Eligible Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Eligible Holder may reasonably request, all to the extent required from time to time to enable such Eligible Holder to sell Common Stock held by such Eligible Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Eligible Holder, the Company shall deliver to such Eligible Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

[RESERVED]

ARTICLE V

INDEMNIFICATION AND CONTRIBUTION

5.1 Indemnification.

5.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

5.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

5.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

5.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

5.1.5 If the indemnification provided under Section 5.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 5.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 5.1.1, 5.1.2and 5.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 5.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE VI

MISCELLANEOUS

6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Pelican Holdco, Inc., 3400 East Bayaud Avenue, Suite 400 Denver, Colorado 80209 (Attn: Robert Price), and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1.

6.2 Assignment; No Third Party Beneficiaries.

6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.2.2 Prior to the expiration of the Lock-up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement.

6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 6.2 shall be null and void.

6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile, PDF and electronic signature counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

6.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.6 Other Registration Rights. The Company represents and warrants that except as publicly disclosed on the date hereof, no person, other than an Eligible Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. This Agreement supersedes the Pelican Prior Agreement.

6.7 Term. This Agreement shall terminate upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) provided that the rights of any Eligible Holder under Article II and III hereunder shall terminate when the Eligible Holder is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any termination.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:

Pelican Holdco, Inc.

By:

Robert Labbe

Name:

Robert Labbe

Title:

Director

SPONSOR:

Pelican Sponsor LLC

By:

Chen Chen

Name:

Chen Chen

Title:

Managing Member

EBC:

EarlyBirdCapital, Inc.

By:

Mauro Conijeski

Name:

Mauro Conijeski

Title:

Senior Managing Director

HOLDER:

By:

Hassan S. Baqar

Name:

Hassan S. Baqar

Title:

Holder

[Signature Page to Registration Rights Agreement]

MARCH GL EQUITYHOLDER:

By:

Robert Price

Name:

Robert Price

Title:

Holder

By:

Roderick McIIree

Name:

Roderick McIIree

Title:

Holder

By:

Melanie Furlan

Name:

Melanie Furlan

Title:

Holder

By:

Equity Growth Partners LLC

Name:

Hassan R. Baqar

Title:

Managing Member

[Signature Page to Registration Rights Agreement]

GREENLAND EQUITYHOLDER:

By:

Larry G. Swets, Jr.

Name:

Larry G. Swets, Jr.

Title:

Holder

By:

FG Merchant Partner, L.P.

Name:

D. Kyle Cerminara

Title:

Authorized Signatory

By:

Hassan R. Baqar

Name:

Hassan R. Baqar

Title:

Holder

By:

D. Kyle Cerminara

Name:

D. Kyle Cerminara

Title:

Holder

[Signature Page to Registration Rights Agreement]

Schedule A

Sponsor Equityholders

●

Pelican Sponsor LLC

Schedule B

Greenland Equityholders

●

Larry G. Swets, Jr.

●

D. Kyle Cerminara

●

Hassan R. Baqar

●

FG Merchant Partner, L.P.

Schedule C

March GL Equityholders

●

Robert Price

●

Roderick McIIree

●

Melanie Furlan

●

Equity Growth Partners LLC

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: greenlandenergy_ex10-3.htm · Sequence: 6

Exhibit 10.3

INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of March 25, 2026, by and between Greenland Energy Company, a Texas corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities;

WHEREAS, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, the Amended and Restated Certificate of Formation (the “Charter”) and the Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Texas Business Organizations Code (“TBOC”). The Charter, Bylaws and the TBOC expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers, and other persons with respect to indemnification, hold harmless, exoneration, advancement, and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate, and advance expenses on behalf of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor, or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee, or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee, or in any other capacity of the Company, in each case as provided in Section 16. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary, or other official of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

(c) “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Other than Pelican Sponsor LLC (the “Sponsor”) or any of its affiliates, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving the Company and one or more businesses (a “Business Combination”), in each case unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

(d) “Corporate Status” means the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) that such person is or was serving at the request of the Company.

(e) “Texas Court” shall mean the state district courts of Collin County, Texas and, if those courts lack subject matter jurisdiction, the federal courts located in Texas having jurisdiction.

(f) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, manager, general partner, managing member, fiduciary, employee, or agent.

(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(i) “Expenses” shall include all direct and indirect costs, fees, and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, and all other disbursements, obligations, or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(j) “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.

(k) “Independent Counsel” shall mean a law firm or a member of a law firm that has significant experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(l) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(m) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee, or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(n) “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent, or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(o) “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust, or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless, and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status (which is addressed in Section 4). Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless, and exonerated against all Expenses, judgments, liabilities, fines, penalties, and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue, or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless, and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless, or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Texas Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless, or to exoneration.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue, or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless, and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue, or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless, and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue, or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue, or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue, or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless, and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, this Section 7 is intended to provide Indemnitee with additional contractual indemnification, hold harmless, and exoneration rights to the fullest extent permitted by applicable law, beyond the specific indemnification rights set forth in Sections 3, 4 and 5. Accordingly, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties, and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties, and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless, or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless, or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c) The Company hereby agrees to fully indemnify, hold harmless, and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors, or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless, or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the applicable standard of conduct necessary for indemnification under applicable law and (ii) an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

10. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue, or matter therein that may be subject to indemnification, hold harmless, or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless, or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 11(a) of this Agreement.

11. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods:

(i)

if no Change in Control has occurred

(x)

by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,

(y)

by a committee of Disinterested Directors, even though less than a quorum of the Board, or

(z)

if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or

(ii)

if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.

The Company will advise Indemnitee promptly in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons, or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 10(b) hereof, no Independent Counsel shall have been selected and not objected to,

either the Company or Indemnitee may petition the Texas Court for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Texas Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

12. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons, or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons, or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons, or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons, or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, trustees, general partners, managers, or managing members of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board, or any director, trustee, general partner, manager, or managing member of the Enterprise, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager, or managing member of the Enterprise, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board, or any director, trustee, general partner, manager, or managing member. The provisions of this Section 12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent, or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

13. REMEDIES OF INDEMNITEE.

(a) If (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Sections 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Texas Court to such indemnification, hold harmless, exoneration, contribution, or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Texas law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

(c) In any judicial proceeding or arbitration commenced pursuant to this Section 13, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 11(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 13, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 9 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement, or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless, or exoneration right, advancement, contribution, or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g) Interest shall be paid by the Company to Indemnitee at the legal rate under Texas law for amounts that the Company indemnifies, holds harmless, or exonerates, or advances, or is obliged to indemnify, hold harmless, or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, or seeks contribution, reimbursement, or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

14. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust, or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

15. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; SUBROGATION.

(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders, or a resolution of directors, or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration, or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless, or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The TBOC, the Charter, and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee, or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the TBOC, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

(c) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company’s obligation to indemnify, hold harmless, exonerate, or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee, or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless, or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue, or apportion any indemnification, hold harmless, exoneration, advancement, contribution, or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue, or has pursued any indemnification, advancement, hold harmless, exoneration, contribution, or insurance coverage rights against any person or entity other than the Company.

16. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee, or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement. Without limiting the foregoing, this Agreement shall apply to and cover any and all acts or omissions occurring, or alleged to have occurred, prior to, at, or in connection with any Business Combination or other Change in Control transaction involving the Company, including the negotiation, approval, financing, disclosure, or consummation thereof and any related filings or disclosure documents.

17. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph, or sentence of this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that is not itself invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

18. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, or key employee of the Company.

(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as in effect from time to time to the extent not inconsistent with this Agreement, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written, or implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification, hold harmless, exoneration, and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee, or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee, or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors, and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place, including, without limitation, the obligations set forth in Section 27 with respect to the procurement, maintenance, and payment for any directors’ and officers’ liability insurance, runoff coverage, and tail policy required thereunder.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

(f) The Company hereby covenants and agrees that it shall not adopt, amend, modify, alter, or repeal any provision of its Charter or Bylaws, or adopt any new provision of its Charter or Bylaws, in any manner that would limit, restrict, impair, defeat, supersede, or adversely affect any right, protection, undertaking, or obligation set forth in this Agreement. Any such adoption, amendment, modification, alteration, repeal, or new provision shall constitute a breach of this Agreement, and Indemnitee shall be entitled to seek all remedies available at law or in equity, including specific performance and injunctive relief, in addition to any other rights or remedies available under this Agreement.

19. MODIFICATION AND WAIVER. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

20. NOTICES. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:

Greenland Energy Company

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

Attention: Robert Price, Chief Executive Officer

or to any other address as may have been furnished to Indemnitee in writing by the Company.

21. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to its conflict-of-laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Texas Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Texas Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Texas Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Texas Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 20 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

22. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

23. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

24. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

25. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval, or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval, or other procedure to be effected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

26. MAINTENANCE OF INSURANCE; TAIL COVERAGE.

(a) The Company shall maintain in effect, at its sole cost and expense, one or more policies of directors’ and officers’ liability insurance with reputable insurers providing coverage for wrongful acts and omissions of the directors and officers of the Company, in such amounts and on such terms as are customary and commercially reasonable for similarly situated publicly traded companies, for the entire period for which the Company may be obligated to indemnify, hold harmless, exonerate, or advance Expenses to Indemnitee under this Agreement.

(b) To the extent that the Company maintains any insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with their terms to the maximum extent of the coverage available for any such person under such policy or policies, and in no event shall the rights and benefits available to Indemnitee thereunder be less favorable than those accorded to the most favorably insured of the Company’s directors and officers.

(c) If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or participant, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of such Proceeding to the applicable insurers in accordance with the procedures set forth in the applicable policies and shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) Without limiting the foregoing, in connection with any Change in Control, Business Combination, merger, consolidation, reorganization, liquidation, dissolution, or similar transaction, the Company shall, or shall cause its successor to, obtain and fully pay for a prepaid non-cancellable runoff or tail policy providing directors’ and officers’ liability insurance coverage for a period of not less than six (6) years after the effective time of such transaction with respect to claims arising from facts, events, acts, or omissions occurring or alleged to have occurred at or prior to the effective time of such transaction, with coverage, limits, retentions, scope, and terms that are no less favorable in the aggregate to Indemnitee than the coverage in effect immediately prior to such transaction.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

GREENLAND ENERGY COMPANY

By:

Name:

Robert Price

Title:

Chief Executive Officer

INDEMNITEE

By:

Name:

[Signature Page to Indemnity Agreement]

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: greenlandenergy_ex10-4.htm · Sequence: 7

Exhibit 10.4

WARRANT AGREEMENT

by and among

GREENLAND ENERGY COMPANY

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

and

[●]

Dated effective as of March 25, 2026

THIS WARRANT AGREEMENT (this “Agreement”), dated effective as of March 25, 2026, is by and among Greenland Energy Company, a Texas Corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and [●] (the “Holder”).

WHEREAS, on June 17, 2025, Greenland Exploration Limited entered into a subscription agreement (the “Subscription Agreement”) with the Holder, pursuant to which the Holder agreed to purchase an aggregate of [●] warrants bearing the legend set forth in Exhibit A hereto at a price of approximately $0.00667 per warrant, each exercisable to purchase one common share (“Common Stock”) of the Company at $15.00 per share and an expiry date as stated below (the “Warrants”);

WHEREAS, the Company, Pelican Acquisition Corporation, Greenland Exploration Limited, March GL Company, and the other parties thereto have entered into that certain Agreement and Plan of Merger, dated as of September 9, 2025 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other transactions, the Company will consummate the transactions contemplated thereby (collectively, the “Business Combination”); and

WHEREAS, in connection with the consummation of the Business Combination, the Company and the Holder have agreed that all warrants previously issued to the Holder pursuant to that certain Warrant Agreement, dated June 17, 2025 (the “Prior Warrant Agreement”), shall be forfeited, terminated and of no further force or effect, and in exchange therefor the Company desires to issue, and the Holder desires to receive, new Warrants to purchase shares of common stock of the Company pursuant to this Warrant Agreement, upon the terms and conditions set forth herein; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Holder, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1 Form of Warrant. Each Warrant shall initially be issued in the form of this Agreement only.

2.2 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Company or the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3 Registration.

2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) or other documentary evidence (such as the Subscription Agreement) for the registration of the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the name of the Holder thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. If requested, the Holder of a Warrant shall be issued a definitive certificate in physical form evidencing such Warrants which shall be in the appropriate form.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”), Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent, may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

3. Terms and Exercise of Warrants.

3.1 Warrant Price. Each whole Warrant, when countersigned by the Company (or the Warrant Agent, shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company one Common Stock at the price of $15.00 per share, subject to the adjustments provided in Section 4 hereof and in the penultimate sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share at which each Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided, further, that any such reduction shall be identical among all of the Warrants. The term “Business Day” means a day other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business.

3.2 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30) days after the first date on which the Company completes a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities (a “Business Combination”) and terminating at the earlier to occur of: (i) 5:00 p.m., New York City time on the date that is ten (10) years after the date on which the Company completes the Business Combination, and (ii) the liquidation of the Company (the “Expiration Date”); provided however that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. Each Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided, further, that any such extension shall be identical in duration among all the Warrants.

3.3 Exercise of Warrants.

3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by surrendering it (if evidenced by definitive certificate) at the office of the Company or the Warrant Agent with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Common Stock and the issuance of such Common Stock, as follows:

(a) in lawful money of the United States, in good certified check or good bank draft payable to the Company or the Warrant Agent;

(b) by surrendering the Warrants for that number of Common Stock equal to the quotient obtained by dividing (x) the product of the number of Common Stock underlying the Warrants, multiplied by the excess of the 10-Day Average Closing Price, as of the date prior to the date on which notice of exercise is sent or given to the Company or the Warrant Agent, less the Warrant Price by (y) the 10-Day Average Closing Price. “10-Day Average Closing Price” means, as of any date, the average last reported sale price of the Common Stock (or shares of resulting/successor entity post Business Combination) as reported during the ten 10) trading day period ending on the trading day prior to such date. “Last Reported Sale Price” shall mean the last reported sale price of the Common Stock (or shares of the resulting/successor entity post Business Combination) on the date prior to the date on which notice of exercise of the Warrant is sent to the Company or the Warrant Agent; or

3.3.2 Issuance of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a) hereof), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Common Stock, the Company shall round up to the nearest whole number the number of Common Stock to be issued to such holder.

3.3.3 Valid Issuance. All Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Common Stock is issued shall for all purposes be deemed to have become the holder of record of such Common Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system of the Warrant Agent are open.

3.3.5 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent or the Company shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s or Company’s actual knowledge, would beneficially own in excess of 4.9% or 9.8%, or such other amount as a holder may specify (the “Maximum Percentage”) of the Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Stock beneficially owned by such person and its affiliates shall include the number of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of issued and outstanding Common Stock, the holder may rely on the number of issued and outstanding Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Warrant Agent, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Common Stock issued and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Common Stock then outstanding. In any case, the number of issued and outstanding Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

4. Adjustments.

4.1 Share Capitalizations.

4.1.1

Sub-division. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued

and outstanding Common Stock is increased by a share capitalization payable in Common Stock, or by a split-up of Common Stock, or other

similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Common Stock issuable

on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Common Stock. A rights offering

to holders of Common Stock entitling holders to purchase Common Stock at a price less than the “Fair Market Value”

(as defined below) shall be deemed a share capitalization of a number of Common Stock equal to the product of (i) the number of Common

Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible

into or exercisable for the Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per Common Stock paid in such

rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, if the rights offering is for

securities convertible into or exercisable for Common Stock, in determining the price payable for the Common Stock, there shall be taken

into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion. “Fair

Market Value” means the 10-Day Average Closing Price as of the first (1st) date on which the Common Stock trade

on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Notwithstanding anything

to the contrary herein, no Common Stock shall be issued at less than their par value.

4.1.2 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such Common Stock (or other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, or (b) Ordinary Cash Dividends (as defined below), (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.

4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding Common Stock is decreased by a consolidation, combination, reverse share split or reclassification of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Common Stock.

4.3 Adjustments in Warrant Price. Whenever the number of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 or 4.2 hereof, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Common Stock so purchasable immediately thereafter.

4.4 Reserved.

4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Common Stock issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent or Holder, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided, however, that no adjustment to the number of Common Stock issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of Common Stock issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Common Stock issuable upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4 hereof, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue a fractional Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of Common Stock to be issued to such holder.

4.7 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

5. Transfer and Exchange of Warrants.

5.1 Transferability. Subject to compliance with applicable law, the Warrants may be transferred, assigned or sold to any person.

5.2 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly medallion guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled may be delivered by the Warrant Agent to the Company from time to time upon request.

5.3 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent or the Company together with a written request for exchange or transfer, and thereupon the Company or the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent or the Company shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent or the Company has received an opinion of counsel for the Company stating that such transfer is exempt from registration under the Federal Securities Act of 1933, as amended and indicating whether the new Warrants must also bear a restrictive legend.

5.4 Transfers of Fractions of Warrants. The Warrant Agent or the Company shall not be required to effect any registration of transfer or exchange of Warrants which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.

5.5 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.6 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6. Other Provisions Relating to Rights of Holders of Warrants.

6.1 No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholder in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

6.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

6.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

6.4 Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of the Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.

7. Concerning the Warrant Agent and Other Matters.

7.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Common Stock upon the exercise of the Warrants, but the Company and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such Common Stock.

7.2 Resignation, Consolidation, or Merger of Warrant Agent.

7.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

7.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.

7.2.3 Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party, shall be the successor Warrant Agent under this Agreement without any further act.

7.3 Fees and Expenses of Warrant Agent.

7.3.1

Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services hereunder and shall, pursuant

to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably

incur in the execution of its duties hereunder.

7.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

7.4 Liability of Warrant Agent.

7.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

7.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify and hold the Warrant Agent harmless against any and all liabilities, including judgments, out of pocket costs and reasonable outside counsel fees, for any actions or omissions by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

7.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any Common Stock shall, when issued, be valid and fully paid and non-assessable.

7.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Common Stock through the exercise of the Warrants.

8. Miscellaneous Provisions.

8.1 Successors and Assigns. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. The Registered Holder may not transfer this Warrant until thirty (30) days after the closing of the Company’s Business Combination, except for transfers (i) among the Company’s initial shareholders or to the initial shareholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a Registered Holder’s shareholders or members upon the Registered Holder’s liquidation, in each case if the Registered Holder is an entity, (iii) by bona fide gift to a member of the Registered Holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the Registered Holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which the Warrants were originally purchased, or (viii) in the event of the Company’s liquidation prior to its consummation of the Business Combination, in each case (except for clauses (vi) or (viii) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Company shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees (the “Permitted Transferees”) to be bound by the terms of this Warrant.

8.2 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Greenland Energy Company

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

Attention: Robert Price, Chief Executive Officer

8.3 Applicable Law; Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 8.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent) as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30th FL

New York, New York 10004

Attn: Compliance Department

Any notice sent pursuant to this Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.

8.4 Persons

Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person,

corporation or other entity other than the parties hereto and the Registered Holder of the Warrants any right, remedy or claim under

or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

8.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Company or the Warrant Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

8.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

8.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

8.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or to correct any mistake or (ii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2 hereof, respectively, without the consent of the Registered Holders.

8.9 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A - Warrant Legend

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

GREENLAND ENERGY COMPANY

By:

Name:

Robert Price

Title:

Director and Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

Name:

Title:

[HOLDER]

By:

Name:

Title:

[Signature Page to the Warrant Agreement]

EXHIBIT A

WARRANT LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE WARRANT AGREEMENT BY AND AMONG GREENLAND ENERGY COMPANY (THE “COMPANY”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT, AND THE HOLDER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 8 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

A-1

EX-16.1 — EXHIBIT 16.1

EX-16.1

Filename: greenlandenergy_ex16-1.htm · Sequence: 8

Exhibit 16.1

Members of:

WSCPA

AICPA

802 N Washington

PO Box 2163

Spokane, Washington

99210-2163

P 509-624-9223

mail@fruci.com

www.fruci.com

March 27, 2026

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Dear Sirs/Madams:

RE: Greenland Energy Company

We have read Item 4.01 of Greenland Energy Company’s Form 8-K dated March 27, 2026, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with the other statements of the registrant contained therein.

Yours truly,

Fruci & Associates II, PLLC

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: greenlandenergy_ex99-1.htm · Sequence: 9

Exhibit 99.1

FINANCIAL STATEMENTS

DECEMBER 31, 2025

Table of Contents

Page

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheet

F-3

Statements of Operation

F-4

Statement of Changes in Stockholders’ Equity

F-5

Statement of Cash Flows

F-6

Notes to Financial Statements

F-7

– F-12

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of March GL

Opinion on the Financial Statements

We have audited the accompanying balance sheet of March GL (“the Company”) as of December 31, 2025, and the related statement of operations, stockholders’ equity, and cash flows for the period from March 31, 2025 (inception) to December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from March 31, 2025 (inception) to December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has net losses, has not yet generated revenue, and is in its development stage. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2025

Spokane, Washington

March 2, 2026

F-2

March GL

Balance Sheet

Periods Ended June 30 and December 31, 2025

December 31,

2025

ASSETS

Current Asset

Cash

231,058

Prepaid Shipping Fees

1,194,883

Deposits on Equipment

150,000

Prepaid Management Fees

68,487

Prepaid Expenses

27,500

Total Assets

1,671,928

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities

Accounts Payable

398,795

Total Liabilities

398,795

Commitments and contingencies

Stockholders’ Equity

Common Stock, $0.001 par value per share; 5,000,000 shares authorized; 103,360 shares issued and outstanding as of December 31, 2025

103

Additional paid-in capital

5,642,517

Subscription receivable

(90,000

)

Accumulated deficit

(4,279,487

)

Total Stockholders’ Equity

1,273,133

Total Liabilities and Stockholders’ Equity

1,671,928

See notes to financial statements

F-3

March GL

Statement of Operations

Period Ended December 31, 2025

From the

period

March 31, 2025

(inception) to

December 31,

2025

Revenue

Total revenue

Expenses

Operating expenses

4,279,487

Total expenses

4,279,487

Net income (loss) before income taxes

(4,279,487

)

Income taxes

Net income (loss)

(4,279,487

)

Earnings per share – basic

(41.40

)

Earnings per share – diluted

(41.40

)

Weighted average common shares outstanding – basic

69,438

Weighted average common shares outstanding – diluted

69,438

See notes to financial statements

F-4

March

Statement

of Stockholders’ Equity

For the Periods from Inception (March 31, 2025) through December 31, 2025

Additional

Total

Common Stock

Paid-in

Subscription

Accumulated

Stockholders’

Amount

Capital

Receivable

Deficit

Equity

Balance – March 31, 2025 (inception)

Issuance of Common Stock

103,360

103

5,642,517

(90,000

)

5,552,620

Net loss

(4,279,487

)

(4,279,487

)

Balance – December 31, 2025

103,360

103

5,642,517

(90,000

)

(4,279,487

)

1,273,133

See notes to financial statements

F-5

March GL

Statement of Cash Flows

For the Period from Inception (March 31, 2025) through December 31, 2025

Cash flows from operating activities

Net income (loss)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

(4,279,487

)

Changes in assets and liabilities

Prepaid shipping expenses

(1,194,883

)

Prepaid expenses

(27,500

)

Prepaid management fees

(68,487

)

Deposits on equipment

(150,000

)

Accounts payable

398,795

(1,042,075

)

Net cash provided by (used in) operating activities

(5,321,562

)

Cash flows from financing activities

Proceeds from the issuance of common stock

5,552,620

Net cash (used in) provided by financing activities

5,552,620

Net increase (decrease) in cash

231,058

Cash - beginning of the period

Cash - end of the period

231,058

Supplemental

Cash Flow Information:

No cash was paid for interest or income taxes during the period from inception through December 31, 2025.

See notes to financial statements

F-6

March GL

Notes to Financial Statements

Period Ended December 31, 2025

GENERAL INFORMATION

March GL Company (“the Company”) was incorporated in the State of Texas on March 31, 2025 as a privately held entity. The Company was formed to engage in the acquisition, exploration, and development of oil and gas resources with a particular focus on underexplored frontier basins. The Company’s fiscal year ends on December 31.

March GL Company is currently a development-stage enterprise with no revenues as of December 31, 2025. The Company’s principal business activity is the exploration of hydrocarbon prospects within the Jameson Land Basin in eastern Greenland. The Jameson Land Basin is considered to be a highly prospective but historically undrilled area. The Company has secured rights to explore approximately 2 million acres in this basin, subject to certain contingencies and milestones pursuant to the terms of the 80 Mile Agreement.

On September 9, 2025, the Company entered into an Agreement and Plan of Merger (the “Business Combination Agreement”) by and among Pelican Holdco, Inc. (“PubCo”), Pelican Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Greenland Exploration Limited, the Company, and certain merger subsidiaries of PubCo. Pursuant to the Business Combination Agreement, March GL Merger Sub, Inc., a wholly-owned subsidiary of PubCo, will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of PubCo, which is expected to be renamed Greenland Energy Company and become publicly traded on the Nasdaq Stock Market. As consideration for the merger, holders of the Company’s common stock will be entitled to receive, in the aggregate, 20,000,000 shares of PubCo common stock. As of the date these financial statements were available to be issued, the Business Combination had not yet been consummated.

BASIS OF PREPARATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as issued by the Financial Accounting Standards Board (“FASB”). These financial statements reflect the financial position and results of operations of March GL Company (the “Company”) as of and for the period ended December 31.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, assumptions used in the evaluation of going concern, prepaid expense amortization schedules, and contingent obligations related to exploration activities.

SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of the period ended December 31, the Company maintained all of its cash in U.S.-based financial institutions and had no cash equivalents.

F-7

March GL

Notes to Financial Statements

Period Ended December 31, 2025

Prepaid Expenses, Prepaid Management Fees, and Prepaid Shipping Fees

Prepaid expenses represent advance payments for services and costs that will be recognized as expenses in future periods when incurred. As of the period ended December 31, prepaid expenses primarily consist of prepaid consulting services, prepayments to our Chief Executive Officer, and prepaid shipping fees related to logistical support for the Company’s planned exploration activities in Greenland. These costs will be expensed as the related services are performed or as the benefit is consumed.

Income Taxes

The Company accounts for income taxes using the liability method under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of the period ended December 31, no provision for income taxes has been recorded due to the Company’s operating losses and the full valuation allowance on deferred tax assets.

Concentration of Risk

The Company maintains its cash balances in one financial institution, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk on its cash balances.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term nature.

Exploration and Development

The Company expenses all research and development costs as incurred. These include expenses related to geological studies, early-stage exploration planning, and technical evaluations. No research and development costs have been capitalized as of the periods ended December 31, 2025.

Related Party Transactions

During the period from inception (March 31, 2025) to December 31, 2025, the Company entered into a management services agreement with a significant shareholder to provide general management and executive services. Under this agreement, the shareholder acted in the capacity of Chief Executive Officer and provided strategic, operational, and administrative support to the Company.

The agreement was entered into on terms management believes are consistent with those that would have been negotiated with an unrelated third party. As of December 31, 2025, there were no outstanding payables or receivables related to this arrangement.

F-8

March GL

Notes to Financial Statements

Period Ended December 31, 2025

Related Party Transactions (continued)

As of December 31, 2025, the Company had prepaid management fees of $68,487. Subsequent to December 31, 2025, all prepaid management fees had either been applied to reimbursements, management fees, or been repaid by the shareholder.

No other related party transactions were identified during the reporting period.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Since its inception on March 31, 2025, the Company has been engaged primarily in organizational activities and early-stage exploration planning. As of December 31, 2025, the Company has incurred a net loss of $4,279,487, has not generated any revenues, and is in the development stage.

The Company’s ability to continue as a going concern depends on its capacity to raise additional capital for planned exploration activities, meet future drilling commitments under its Exploration and Participation Agreement, and ultimately achieve profitable operations. The Company has funded its operations to date primarily through the issuance of common stock. While management believes it will be able to obtain the necessary financing, there can be no assurance that such financing will be available on terms acceptable to the Company, if at all.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Operating Segments

ASC Topic 280, Segment Reporting, establishes standards for companies to report financial statement information about operating segments, products and services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available that is regularly reviewed by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the Company’s assets, operating results, and financial metrics on a consolidated basis to make decisions regarding resource allocation and to assess overall financial performance. Based on this evaluation, management has determined that the Company operates as a single reportable segment.

The CODM assesses performance for the single operating segment and allocates resources based primarily on net income (loss), which is reported on the accompanying statement of operations, and total assets, which are reported on the balance sheet. Because the Company has not generated revenues and has not commenced drilling operations as of December 31, 2025, the CODM does not review discrete profitability measures or operating results by geographic area or activity.

F-9

March GL

Notes to Financial Statements

Period Ended December 31, 2025

Operating Segments (continued)

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM regularly reviews certain financial metrics included in net income (loss) and total assets. These metrics include the following:

Metric

Period

from Inception (March 31, 2025) through December 31, 2025

Operating expenses

$4,279,487

Operating expenses are reviewed and monitored by the CODM to manage cash utilization, forecast liquidity needs, and ensure sufficient capital is available to fund planned exploration activities and meet future drilling commitments. The CODM also reviews operating expenses to ensure costs are aligned with contractual obligations, regulatory requirements, and approved budgets. Operating expenses, as reported on the statement of operations, represent the significant segment expense regularly reviewed by the CODM.

Accordingly, the Company’s consolidated financial statements reflect the results of a single operating and reportable segment for all periods presented.

COMMITMENTS AND CONTINGENCIES

Exploration Funding Commitment

The Company has entered into an Exploration and Participation Agreement with 80 Mile PLC, a publicly listed company on the AIM Exchange in London. Under the terms of the agreement, the Company will fund two exploration wells in the Jameson Land Basin in eastern Greenland. Upon successful completion of the drilling obligations, the Company will earn up to a 70% working interest in the basin. Failure to meet these drilling milestones within the agreed-upon timeframe could result in the forfeiture of the Company’s right to earn the interest.

Amounts paid under the agreement prior to the commencement of drilling activities consist primarily of planning, engineering, permitting, environmental, and logistics-related costs incurred in support of future exploration activities. The Company evaluates these costs in accordance with its accounting policy for exploration and evaluation expenditures.

Costs that do not result in the acquisition of a tangible or legally enforceable interest in proved or unproved properties are expensed as incurred. Accordingly, during the period from inception through December 31, 2025, the Company expensed all costs incurred under the agreement, as no drilling operations have commenced and no working interest has been earned as of that date. No capitalized oil and gas properties were recorded as of December 31, 2025.

As of December 31, 2025, the Company has incurred significant planning, engineering, and logistics-related expenditures in support of this obligation. The Company has not yet commenced drilling operations, but expects to initiate physical exploration activities in the fiscal year ending December 31, 2026.

F-10

March GL

Notes to Financial Statements

Period Ended December 31, 2025

Service Contracts and Prepaid Logistics

The Company has executed project management agreements with Halliburton and IPT Well Solutions to support drilling, engineering, logistics, and field operations. These contracts include non-cancellable provisions for the delivery of technical services, equipment mobilization, and exploration planning. These costs are expected to be amortized as services are rendered over the next fiscal year.

Environmental and Regulatory Risk

While the Company has not been subject to any claims or enforcement actions as of the reporting date, its planned operations in Greenland are subject to a wide range of regulatory approvals, environmental reviews, and permitting requirements imposed by Greenlandic authorities and other governing bodies. These regulations may impose future obligations for site restoration, remediation, and environmental compliance. The Company will recognize asset retirement obligations and related costs in accordance with ASC 410, Asset Retirement and Environmental Obligations, once drilling activities commence and estimable liabilities can be determined.

INCOME TAXES

The Company was incorporated on March 31, 2025, and the accompanying financial statements reflect operations for the period from inception through December 31, 2025. The Company has not recognized any provision for federal or state income taxes for the period ended December 31, 2025, as it has incurred net operating losses and has no taxable income.

Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. As of December 31, 2025, the Company had a net operating loss carryforward of approximately $4,279,000, which may be available to offset future taxable income.

A full valuation allowance has been recorded against the Company’s deferred tax asset as management has determined that it is more likely than not that the deferred tax asset will not be realized due to the Company’s limited operating history and cumulative losses. As of December 31, 2025, the Company had a deferred tax asset of approximately $899,000, primarily related to its net operating loss carryforward, against which a full valuation allowance of approximately $899,000 has been recorded, resulting in a net deferred tax asset of $0.

The Company has evaluated its tax positions and concluded that it has taken no uncertain tax positions as of December 31, 2025. The Company is subject to U.S. federal and state income tax examinations for all periods since inception.

F-11

March GL

Notes to Financial Statements

Period Ended December 31, 2025

STOCKHOLDERS’ EQUITY

The Company was incorporated on March 31, 2025 and is authorized to issue 5,000,000 shares of common stock with a par value of $0.001 per share.

During the period from inception (March 31, 2025) through December 31, 2025, the Company issued an aggregate of 103,360 shares of common stock through private placement offerings for total gross proceeds of $5,552,620. Of these proceeds, $103 was recorded to common stock based on par value, and $5,642,517 was recorded as additional paid-in capital, and $90,000 as a subscription receivable.

As of December 31, 2025, the Company had 103,360 shares of common stock issued and outstanding, with additional paid-in capital of $5,642,517 and a subscription receivable of $90,000.

During the period from inception through December 31, 2025, the Company incurred a cumulative net loss of $4,279,487, resulting in an accumulated deficit of $4,279,487 as of December 31, 2025. Total stockholders’ equity as of December 31, 2025 was $1,273,133.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through February 27, 2026, the date on which these financial statements were available to be issued.

Subsequent to December 31, 2025, the Company completed an additional private placement of common stock, issuing 5,040 shares for gross proceeds of approximately $291,323. The proceeds from this offering will be used to fund planned exploration activities and general working capital needs.

F-12

INDEX TO FINANCIAL STATEMENTS

Financial Statements of Greenland Exploration Limited:

Report of Independent Registered Public Accounting Firm

F-14

Balance Sheet as of December 31, 2025

F-15

Statement

of Operations for the period from June 9, 2025 (inception) to December 31, 2025

F-16

Statement of Changes in Stockholders’ Equity for the period from June 9, 2025 (inception) to December 31, 2025

F-17

Statement of Cash Flows for the period from June 9, 2025 (inception) to December 31, 2025

F-18

Notes to Financial Statements

F-19 – F-24

F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Greenland Exploration Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Greenland Exploration Limited (“the Company”) as of December 31, 2025, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

As discussed in Note 1 to the financial statements, the Company has incurred and expects to continue to incur significant costs in pursuit of its business combination plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements and the financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Critical Audit Matters

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2025.

Spokane, Washington

March 2, 2026

F-14

Greenland Exploration Limited

Balance Sheet

December 31, 2025

(Audited)

ASSETS

Current assets

Cash

36,051

Prepaid expense

110,190

Loan receivable

232,519

Total assets

378,760

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

60,335

Loan payable

475,000

Total liabilities

535,335

Commitments & Contingencies

Stockholders’ equity

Common stock, no par value; 10,000,000 shares authorized; 1,500,000 issued and outstanding

Additional paid in capital

20,000

Accumulated deficit

(176,575

)

Total stockholders’ equity

(156,575

)

Total liabilities and stockholders’ equity

378,760

The accompanying notes are an integral part of the financial statements

F-15

Greenland Exploration Limited

Statement of Operations

(Audited)

For the

Period

June 9, 2025

(inception) to

December 31,

2025

General and administrative expenses

176,575

Loss before taxes

(176,575

)

Income tax

Net loss

(176,575

)

Weighted average common shares outstanding

Basic and diluted

1,441,463

Basic and diluted net loss per share

(0.12

)

The accompanying notes are an integral part of the financial statements.

F-16

Greenland Exploration Limited

Statement of Changes in Stockholders’ Equity

For the period ended June 9, 2025 (inception) to December 31, 2025

(Audited)

Common

Stock

Common

Stock

Amount

Additional

Paid-in

Capital

Accumulated

Deficit

Total

Stockholders’

Equity

Balance at June 9, 2025 (inception)

Issuance of 1,500,000 common shares, no par value

1,500,000

10,000

Issuance of $15 exercise price warrants

10,000

Net loss

(176,575

)

(176,575

)

Balance at December 31, 2025

1,500,000

20,000

(176,575

)

(156,575

)

The accompanying notes are an integral part of the financial statements.

F-17

Greenland Exploration Limited

Statement of Cash Flows

(Audited)

For the

period ended

June 9, 2025

(inception) to

December 31,

2025

Cash flows from operating activities

Net loss

(176,575

)

Adjustments to reconcile net loss to net cash used in operating activities:

Changes in operating assets and liabilities:

Accounts payable

60,335

prepaid expense

(110,190

)

Net cash provided by operating activities

(226,430

)

Cash flows from investing activities

Loan receivable

(232,519

)

Net cash provided by investing activities

(232,519

)

Cash flows from financing activities

Common share issuance

10,000

$15 exercise price warrant issuance

10,000

Loan payable

475,000

Net cash provided by financing activities

495,000

Net increase in cash

36,051

Cash at beginning of period

Cash at end of period

36,051

Supplemental diclosure for non-cash financing activities

Income tax and interest

The accompanying notes are an integral part of the financial statements.

F-18

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Greenland

Exploration Limited (“Greenland” or the “Company”) is a corporation incorporated in the state of Texas on

June 9, 2025. The Company is focused on developing strategic positions in North American energy assets. Through its partnerships and

future acquisitions, Greenland Exploration Limited aims to deliver long-term shareholder value in a dynamic and evolving energy

market.

June 23, 2025, the Company entered into a non-binding letter of intent with Pelican Acquisition Corporation (“Pelican”),

a Cayman Islands exempted company formed as a special purpose acquisition company, for Pelican to acquire all outstanding equity securities

of the Company. Simultaneously on June 23, 2025, the Company entered into a non-binding memorandum of understanding (the “March

MOU”) with March GL Company, a Texas corporation (“March GL”), regarding Company’s proposed acquisition of a

non-operating, non-expense bearing equity participation interest (the “Interest”) in certain oil and gas rights secured by

March GL (the “Acquisition”) and the grant of certain exchange rights to March GL. Subsequently, on September 9, 2025, Pelican,

Greenland, March GL and certain merger subsidiaries entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”).

At the closing of the transaction pursuant to the Merger Agreement (the “Merger” or “Business Combination”),

the combined company will operate under the name Greenland Energy Company (“Holdco”). As consideration for the Business Combination,

the holders of March GL common stock immediately prior to the Merger will be entitled to receive from Holdco, in the aggregate, 20,000,000

shares of Holdco common stock (the “March GL Merger Consideration”), the holders of Greenland common stock immediately prior

to the Merger will be entitled to receive from Holdco, in the aggregate, 1,500,000 shares of Holdco common stock (the “Greenland

Merger Consideration, and together with the March GL Merger Consideration, the “Merger Consideration”), with the Merger Consideration

being a number of shares of Holdco common stock with an aggregate value equal to US$215,000,000, based upon a per share value of US$10.00.

Pelican shareholders will receive one share of Holdco common stock for each share of Pelican common stock they currently hold (subject

to redemptions).

March GL has obtained the drilling rights from 80 Mile PLC and its subsidiary company, White Flame Energy A/S, pursuant to which March GL will own up to 70% of three onshore licenses, which include over 2,000,000 acres covering the entire petroleum basin in the Jameson Land Basin in Greenland.

As of December 31, 2025, the Company had not yet commenced any operations. All activity through December 31, 2025, related to Company’ formation and transaction described above.

Going Concern Consideration

At December 31, 2025, the Company had $36,051 cash and $232,519 in loan receivable and working capital deficit of $156,575. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful in a timely manner. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

F-19

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2025.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2025 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Company’s year-end is December 31 and no statutory tax deadline has yet occurred.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets, and accordingly, a full valuation allowance has been provided on its deferred tax assets. The net deferred tax assets continue to require a valuation allowance until the Company can demonstrate their realizability through sustained profitability or another source of income.

Components of deferred tax assets and liabilities are:

For the

Period from

June 9, 2025

(Inception) to

December 31,

2025

Deferred tax assets:

Deferred start-up and organizational expenditures

(37,081

)

Total deferred tax assets, net

(37,081

)

Valuation allowance

37,081

Deferred tax assets, net of valuation allowance

F-20

The reconciliation of the statutory federal income tax with the provision (benefit) for income taxes is as follows:

For the

Period from

June 9, 2025

(Inception) to

December 31,

2025

Income tax benefit at federal statutory rate

37,081

21.0

Income tax (benefit) at state statutory rate

Change in valuation allowance

(37,081

)

21.0

Permanent differences

Total income tax provision (benefit)

Net loss per share

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. As of December 31, 2025 the Company reported a net loss, as a result, diluted loss per share is the same as basic loss per share of the period presented.

Net loss from June 9, 2025 (inception) to December 31, 2025

$ (176,575 )

For the

Period

June 9, 2025

(inception) to

December 31,

2025

Total number of shares

1,500,000

Ownership percentage

100

Total loss allocated

(116,575

)

Total income (loss)

(116,575

)

Weighted average shares

1,441,463

Earnings (loss) per share

(0.08

)

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

F-21

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 input include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The carrying value of Company’s financial instrument approximates its fair value as of December 31, 2025.

Operating Segments

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer and the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

For the

period

June 9, 2025

(inception) to

December 31,

2025

General and administrative expenses

176,575

Cash

36,051

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete the Business Combination. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

Recently issued accounting standard

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted this guidance as of June 9, 2025 (inception). The adoption resulted in disclosure changes only.

NOTE 3. RELATED PARTY TRANSACTIONS

Common Stock

On June 17, 2025, the Company issued an aggregate of 1,500,000 shares of common stock (the “Common Share”) to the Company’s management, board of directors and affiliates for an aggregate purchase price of $10,000 in cash.

F-22

Warrants

On June 17, 2025, the Company issued an aggregate of 1,500,000 warrants (the $15 Exercise Price Warrant) to the Company’s management, board of directors and affiliates for an aggregate purchase price of $10,000 in cash.

Promissory Notes

On July 17, 2025, the Company borrowed $15,000 under a promissory note (the “FGF Note”) with Fundamental Global Inc. The FGF Note is non-interest bearing and due at the earlier of (i) January 31, 2026, or (ii) date the Company closes its Business Combination. There was $15,000 outstanding as of December 31, 2025 under the FGF Note.

On August 28, 2025, the Company borrowed $160,000 under a promissory note (the “FGMP Note”) with FG Merchant Partners LP. The FGMP Note is non-interest bearing and due at the earlier of (i) January 31, 2026, or (ii) date the Company closes its Business Combination. There was $160,000 outstanding as of December 31, 2025 under the FGMP Note.

On September 4, 2025, the Company borrowed $100,000 under a promissory note (the “FGMP Note 2”) with FG Merchant Partners LP. The FGMP Note 2 is non-interest bearing and due at the earlier of (i) January 31, 2026, or (ii) date the Company closes its Business Combination. There was $100,000 outstanding as of December 31, 2025 under the FGMP Note 2.

On September 9, 2025, Pelican Merger Sub, a subsidiary of Pelican, borrowed $100,000 from the Company under a promissory note (the “Pelican Note 1”) with no interest accruing and coming due upon the closing of a repayment/conversion trigger event. There was $100,000 receivable as of December 31, 2025 under the Pelican Note.

On October 27, 2025, the Company borrowed $200,000 under a promissory note (the “FGMP Note 3”) with FG Merchant Partners LP. The FGMP Note 3 is non-interest bearing and due at the earlier of (i) March 31, 2026, or (ii) date the Company closes its Business Combination. There was $200,000 outstanding as of December 31, 2025 under the FGMP Note 3.

From October 1, 2025 till December 30, 2025, Company had paid $98,529 in transaction related expenses on behalf of the Pelican pursuant to the Merger Agreement. Company will be reimbursed at the closing of Business Combination.

On November 24, 2025, Pelican Holdco Inc, a subsidiary of Pelican, agreed to borrow up to $200,000 from the Company under a promissory note (the “Pelican Note 2”) with no interest accruing and coming due upon the closing of a repayment/conversion trigger event. The $98,526 in transaction related expenses that Company has paid on behalf of the Pelican was captured under this Pelican Note 2. As such, Pelican Holdco can draw down $104,470 under the Pelican Note 2. On December 16, 2025, Pelican Holdco Inc. drew $33,990 under Pelican Note 2. There was $132,519 outstanding as of December 31, 2025, under Pelican Note 2.

NOTE 4. STOCKHOLDERS’ EQUITY

Common Stock — The Company is

authorized to issue 10,000,000 shares of common stock, no par value. There were 1,500,000 common shares issued and outstanding as of

December 31, 2025. The Company common shares will be exchanged into shares of Holdco common stock at the completion of the

Business Combination.

Warrants — The $15 Exercise Price Warrants will entitle the holder to purchase one common share at an exercise price of $15.00 per each share, will be exercisable for a period of 10 years from the date of Business Combination, will be non-redeemable, and may be exercised on a cashless basis. Additionally, $15 Exercise Price Warrants and the shares issuable upon the exercise of the $15 Exercise Price Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company had 1,500,000 $15 Exercise Price Warrants outstanding as of December 31, 2025, which will be exchanged into warrants of Holdco at the closing of the Business Combination.

F-23

NOTE 5. COMMITMENTS AND CONTINGENCIES

Advisory Agreement

On June 17, 2025 Company entered into an agreement (the “Advisory Agreement”) with ThinkEquity LLC (“ThinkEquity”) whereby ThinkEquity will serve as non-exclusive advisor to the Company for 12-month term (‘Term”). If the Business Combination is consummated during the Term or the 18-month period following the Term, Company will pay ThinkEquity a cash fee equal to $2,000,000. The cash fee is only payable if the Business Combination is successfully closed.

Letter Agreement

On November 15, 2025, The Company, Pelican and ThinkEquity entered into a letter agreement (“Letter Agreement”) whereby ThinkEquity will provide advisory services in connection to the Business Combination. Pursuant to Letter Agreement, upon closing of the Business Combination, Pelican will pay ThinkEquity a cash fee (“Placement Fee”) which includes (i) 6% from the financing arranged through ThinkEquity and (ii) 6% of the amount not redeemed from the Trust Account that is facilitated by ThinkEquity efforts.

Company will pay in the amount equal to $650 per investor meter (“Meeting Fee”) arranged by ThinkEquity, Company will pay $60,000 to be credited towards the Meeting Fee upon signing of the Letter Agreement.

Additionally, ThinkEquity will receive Pelicans common stock warrants (“Placement Warrants”) which will be equal to 5% of the (i) common shares raised in financing arranged by Thinkequity including common shares that are not redeemed in the Trust Account via ThinkEquity efforts and (ii) 5% of aggregate proceeds received by Pelican from a debt financing, divided by the ten-day volume weighted average price (“VWAP”) immediately preceding the date of the closing of the financing. The Placement Warrants shall have an exercise price of $10, a term of 5 years and piggyback registration rights.

NOTE 6. SUBSEQUENT EVENT

The Company evaluated subsequent events after the balance sheet date up to March 2, 2026, the date that the financial statements were issued. Subsequent events have been summarized below.

On January 2, 2026, Pelican drew $17,000 under Pelican Note 2.

On January 12, 2026, Pelican drew $5,000 under Pelican Note 2.

On January 13, 2026, Pelican drew $23,000 under Pelican Note 2.

On January 12, 2026, the Company borrowed $150,000 under a promissory note (the “FGMP Note 3”) with FG Merchant Partners LP. The FGMP Note 3 is non-interest bearing and due at the earlier of (i) March 31, 2026, or (ii) date the Company closes its Business Combination. There was $150,000 outstanding as of March 2, 2026, 2026 under the FGMP Note 3.

On February 25, 2026, the Company borrowed $150,000 under a promissory note (the “FGMP Note 4”) with FG Merchant Partners LP. The FGMP Note 4 is non-interest bearing and due at the earlier of (i) March 31, 2026, or (ii) date the Company closes its Business Combination. There was $150,000 outstanding as of March 2, 2026 under the FGMP Note 3.

F-24

PELICAN HOLDCO, INC.

INDEX TO FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525)

F-26

Balance Sheet as of December 31, 2025

F-27

Statement of Operations for the Period from September 5, 2025 (Inception) to December 31, 2025

F-28

Statement of Changes in Stockholder’s Deficit for the Period from September 5, 2025 (Inception) to December 31, 2025

F-29

Statement of Cash Flows for the Period from September 5, 2025 (Inception) to December 31, 2025

F-30

Notes to the Financial Statements

F-31 – F-36

F-25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Pelican Holdco, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Pelican Holdco, Inc. (“the Company”) as of December 31, 2025, and the related consolidated statement

of operations, changes in stockholder’s deficit, and cash flows for the period from September 5, 2025 (inception) through December 31,

2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31,2025, and the results of its operations and its

cash flows for the period from September 5, 2025 (inception) through December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no cash, net losses and will need to raise additional financing to support ongoing and future operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

Critical Audit Matters

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2025.

Spokane, Washington

March 3, 2026

F-26

PELICAN HOLDCO, INC.

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2025

As of

December 31,

2025

Assets

Due from Pelican Acquisition Corporation

59,740

Total Assets

59,740

Liabilities and stockholder’s deficit

Current liabilities

Accounts payable and accrued expenses

16,066

Promissory note -Greenland

132,519

Total current liabilities

148,585

Total Liabilities

148,585

Commitments and contingencies

Stockholder’s deficit

Common stock, $0.01 par value; 500,000,000 shares authorized; none issued or outstanding as of December 31, 2025

Accumulated deficit

(88,845

)

Total Stockholder’s deficit

(88,845

)

Total liabilities and Stockholder’s deficit

59,740

The accompanying notes are an integral part of these consolidated financial statements.

F-27

PELICAN HOLDCO, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 5, 2025 (INCEPTION) TO DECEMBER 31, 2025

For the

Period from

September 5,

2025

(Inception) to

December 31,

2025

General and administrative expenses

(88,845

)

Loss before tax expense

(88,845

)

Income tax expense

Net loss

(88,845

)

Weighted average number of common stock outstanding, basic and diluted

Basic and diluted net loss per common share

The accompanying notes are an integral part of these consolidated financial statements.

F-28

PELICAN HOLDCO, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

FOR THE PERIOD FROM SEPTEMBER 5, 2025 (INCEPTION) TO DECEMBER 31, 2025

Common Stock

Accumulated

Stockholder’s

Amount

deficit

Balance, September 5, 2025 (incorporation)

Net loss

(88,845

)

(88,845

)

Balance, December 31, 2025

(88,845

)

(88,845

)

The accompanying notes are an integral part of these consolidated financial statements.

F-29

PELICAN HOLDCO, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM SEPTEMBER 5, 2025 (INCEPTION) TO DECEMBER 31, 2025

For the

Period from

September 5, 2025

(Inception) to

December 31, 2025

Cash Flows from Operating Activities

Net loss

(88,845

)

Changes in operating assets and liabilities:

Due from Pelican Acquisition Corporation

(59,740

)

Accounts payable and accrued expenses

16,066

Net cash used in operating activities

(132,519

)

Cash Flows from Financing Activities

Proceeds from promissory note - Greenland

132,519

Net cash provided by operating activities

132,519

Change in Cash

Cash, beginning of period

Cash, ending of period

Supplemental disclosure for non-cash financing activities:

Income tax and interest paid

The accompanying notes are an integral part of these consolidated financial statements.

F-30

PELICAN HOLDCO, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Pelican Holdco, Inc. (“the Company” or “Holdco”) was incorporated on September 5, 2025 under the laws of the State of Texas. The Company has had no operations to date other than incurring organizational costs. The Company has selected December 31 as its fiscal year end.

The Company was formed solely for the purpose of completing the transactions contemplated by the Merger Agreement, dated as of September 9, 2025 (as may be amended from time to time, the “Merger Agreement”). The parties to the Merger Agreement include the Company, Pelican Acquisition Corporation (“Pelican”), Pelican Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Holdco, Greenland Exploration Limited, a Texas Corporation (“Greenland”), Greenland Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Holdco, and March GL Company, a Texas corporation (“March GL”).

Prior to the closing, Pelican will effect a domestication pursuant to which Pelican will discontinue as a Cayman Islands exempted company and domesticate as a Texas corporation (the “Domestication”). Upon the Domestication, each issued and outstanding Pelican security will remain outstanding and automatically represent a corresponding security of Pelican as a Texas corporation, without any action required by the holders.

Following the Domestication, the transaction will include a series of mergers whereby Pelican, Greenland, and March GL will each merge with subsidiaries of Holdco, which will be renamed Greenland Energy Company and become publicly traded company on the Nasdaq.

The Merger consideration being a number of shares of the Company’s common stock with an aggregate value equal to US$215,000,000, based upon a per share value of US$10.00. Existing Greenland shareholders will receive an aggregate of 1,500,000 shares of the Company’s common stock and existing March GL shareholders will receive an aggregate of 20,000,000 shares of the Company’s common stock. Pelican shareholders will receive one share of the Company’s common stock for each share of Pelican common stock they currently hold (subject to redemptions).

Subsidiary

On September 4, 2025, Greenland Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of Holdco was formed to be the Merger Sub in connection with a contemplated business combination.

NOTE 2 — GOING CONCERN CONSIDERATION

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. As of December 31, 2025, the Company had no cash and cash equivalents and a working capital deficit of $88,845.

The Company’s operating results for future periods are subject ability to raise sufficient capital and/or obtaining the necessary financing to support ongoing and future operations. While the Company expects to obtain the capital and/or financing that is needed, there is no assurance that the Company will be successful in obtaining the necessary funds for future operations. to numerous uncertainties, and it is uncertain whether the Company will be able to reduce or eliminate its net losses for the foreseeable future. Accordingly, the Company will need to raise additional financing. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

F-31

PELICAN HOLDCO, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All transactions and balances between the Company and its subsidiary have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Organization costs

Organization costs, that include legal fees, have been expensed as incurred according to ASC 720-15, “Start-Up Costs.”

Net Loss Per Common Share

Net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. The diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. As of December 31, 2025, the Company had no common shares issued and outstanding and no dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.

F-32

PELICAN HOLDCO, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Fair Value Measurement

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company had no marketable securities; assets and liabilities are reflected at fair market value as of December 31, 2025.

Operating Segments

The Company’s chief operating decision maker (“CODM”) has been identified as the Company’s Director, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

F-33

PELICAN HOLDCO, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

For the

Period from

September 5, 2025

(Inception) to

December 31,

2025

General and administrative expenses

88,845

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted this guidance as of September 5, 2025. The adoption resulted in disclosure changes only.

NOTE 4 — COMMITMENTS AND CONTINGENCIES

The Company may be subject to asserted and actual claims and lawsuits arising in the ordinary course of business. Company management reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company recognizes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements not to be misleading. As of December 31, 2025, no loss contingencies have been accrued, as the Company cannot reasonably estimate either the probability of losses or their magnitude (if any) based on all information currently available to management.

NOTE 5 — STOCKHOLDER’S DEFICIT

The Company is authorized to issue 500,000,000 shares of common stock, $0.01 par value. As of December 31, 2025, there were no common stocks issued or outstanding.

F-34

PELICAN HOLDCO, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — DUE FROM PELICAN

The Company paid certain Pelican’s transaction costs related to the business combination. As of December 31, 2025, $59,740 were outstanding, respectively; the amount is unsecured, interest-free and due on demand (see Note 7).

NOTE 7 — PROMISSORY NOTE GREENLAND

On November 24, 2025, the Company issued a promissory note to Greenland in the amount of $200,000 to be used, in part, for merger related transaction costs (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the date on which Greenland closes its initial business combination. As of December 31, 2025, approximately $132,519 has been funded under this arrangement, with $59,740 used for Pelican and $72,779 for Holdco merger transaction costs.

NOTE 8 — INCOME TAX

Components of deferred tax assets and liabilities are:

For the

Period from

September 5, 2025

(Inception) to

December 31,

2025

Deferred tax assets:

Deferred start-up and organizational expenditures

(18,658

)

Total deferred tax assets, net

(18,658

)

Valuation allowance

18,658

Deferred tax assets, net of valuation allowance

F-35

PELICAN HOLDCO, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — INCOME TAX (cont.)

The reconciliation of the statutory federal income tax with the provision (benefit) for income taxes is as follows:

For the

Period from

September 5, 2025

(Inception) to

December 31,

2025

Income tax benefit at federal statutory rate

18,658

21.0

Income tax (benefit) at state statutory rate

Change in valuation allowance

(18,658

)

21.0

Permanent differences

Total income tax provision (benefit)

NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to March 3, 2025. Based on this review, the Company identify the following subsequent event that would have required adjustment or disclosure in the consolidated financial statements.

In January 2026, the Company drew $30,000 and paid transaction costs for the Pelican business combination.

F-36

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: greenlandenergy_ex99-2.htm · Sequence: 10

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined balance sheet is presented as of December 31, 2025, and the pro forma condensed combined statement of operations is presented for the twelve months ended December 31, 2025.

The following unaudited pro forma condensed combined financial information of Pelican Acquisition, Corp. (“SPAC” or “Pelican”), Pelican Holdco Inc. (“PubCo”), Greenland Exploration Limited (“Greenland”) and March GL Company (“March GL”), gives effect to the Business Combination. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives pro forma effect to the Business Combination as if it was completed on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2025, gives effect to the Business Combination as if they had occurred on January 1, 2025.

This information should be read together with Greenland, March GL, PubCo and SPAC’s audited financial statements and related notes, “Greenland’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “March GL’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this Form 8-K.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 has been prepared using the following:

●

Greenland’s audited condensed balance sheet as of December 31, 2025, as included elsewhere in this Form 8-K

●

March GL’s audited condensed balance sheet as of December 31, 2025, as included elsewhere in this Form 8-K

●

SPAC’s audited condensed balance sheet as of January 31, 2026, as included elsewhere in this Form 8-K

●

PubCo’s audited condensed balance sheet as of December 31, 2025, as included elsewhere in this Form 8-K

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what the post-combination company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments are based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

Description of the Transactions

On September 9, 2025, SPAC entered into an Agreement and Plan of Merger, by and among Pelican Holdco, Inc., a Texas corporation, SPAC Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of PubCo, Greenland Exploration Limited, a Texas Corporation, Greenland Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of PubCo, and March GL Company, a Texas corporation. The transaction includes a series of mergers whereby SPAC, Greenland, and March GL will each merge with subsidiaries of PubCo. At the closing of the transaction pursuant to the Business Combination Agreement, PubCo will operate under the name Greenland Energy Company. The Boards of Directors of SPAC, March GL, Greenland, and Merger Subs have unanimously approved the Business Combination Agreement and the transactions contemplated thereby.

The Business Combination was approved by SPAC shareholders at an extraordinary general meeting held on March 19, 2026. The SPAC shareholder redeemed 7,562,123 Ordinary Shares and received $77,979,123 from the trust account. Business Combination was successfully completed on March 25, 2026 (“Closing Date”).

As of the Closing Date of the Business Combination, SPAC’s Units separated into their component securities and the SPAC’s Ordinary Shares and Rights converted into shares of Surviving PubCo Common Stock. Each SPAC Right that was outstanding immediately prior to the Merger converted into one-tenth of one share of PubCo common stock. As a result, the SPAC Units, SPAC Ordinary Shares and SPAC Rights no longer trade.

At the Closing Date, the holders of March GL common stock immediately prior to the closing of Business Combination receive from PubCo, in the aggregate, 20,000,000 shares of PubCo common stock (the “March GL Merger Consideration”). The holders of Greenland common stock immediately prior to the closing of Business Combination receive from PubCo, in the aggregate, 1,500,000 shares of PubCo common stock (the “Greenland Merger Consideration, and together with the March GL Merger Consideration, the “Merger Consideration”), with the Merger Consideration being a number of shares of PubCo common stock with an aggregate value equal to US$215,000,000, based upon a per share value of US$10.00.

Accounting for the Transactions

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, PubCo, who is the legal acquirer, is treated as the “acquired” company for accounting purposes and March GL and Greenland (together the “Companies”) is treated as the accounting acquirer. Accordingly, the Business Combination is treated as the equivalent of Companies issuing shares at the closing of the Business Combination for the net assets of SPAC as of the closing date, accompanied by a recapitalization. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

Companies have been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●

Companies have the majority voting interest in the PubCo.

●

The PubCo. board is composed as follows: Companies designate four (4) directors and SPAC sponsor have designate one (1) director (a majority of the board who qualify as independent directors under the Securities Act and the Nasdaq rules);

●

March GL senior management is the senior management of the PubCo. post-merger;

●

The business of PubCo. will comprise the ongoing operations of March GL

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Business Combination, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Transaction.

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2025, and in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 are based on the actual values as of the Closing Date. The differences that may occur between the presented value and the final purchase accounting could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The pro forma combined financial information takes into account the actual redemptions of SPAC Ordinary Shares that occurred as of the Closing Date of the Business Combination.

The pro forma shares of the combined common stock issued and outstanding immediately after the Merger are as below:

Actual Redemption

Common Stock

Common stock of HoldCo held by SPAC stockholders (1)

1,925,377

Common stock of HoldCo held by SPAC sponsor and affiliates (2)

2,390,000

Common stock of HoldCo held by underwriter (3)

294,875

Common stock of HoldCo held to March GL stockholders (4)

20,000,000

Common stock of HoldCo held by Greenland stockholders (5)

1,500,000

Total

26,110,252

Consist of 1,062,877 common stocks held by SPAC’s public stockholder that converted to PubCo shares on 1 for 1 basis. Also includes 862,500 common stocks underlying the SPAC public right that were converted into one-tenth common stocks of PubCo at Closing Date.

Consist of 212,500 common stocks underlying private unit and 21,250 common stocks underlying private unit rights held by Sponsor that converted into PubCo common stock. Also includes 1,325,000 founder shares after 831,250 founder shares to FG Merchant Partners LP and other affiliates.

Consist of 200,000 founder shares held by underwriter that converted into PubCo common stocks. Also includes 86,250 common stocks underlying private unit and 8,625 common stocks underlying private unit rights held by the underwriter that converted into PubCo common stocks.

Represents 20,000,000 common stocks of PubCo issued to March GL stockholders as merger consideration pursuant to the Business Combination Agreement.

Represents 1,500,000 common stocks of PubCo issued to Greenland stockholders as merger consideration pursuant to the Business Combination Agreement.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025

Actual

Redemptions

PubCo

(Historical)

Pelican

(Historical)

Greenland

(Historical)

March

(Historical)

Pro Forma

Adjustments

Pro Forma

Combined

(Audited)

(Unaudited)

(January 31, 2026)

ASSETS

Current

assets:

Cash

$ -

$ 77

$ 36,051

$ 231,058

300,000

A(1)

$ 5,525,213

(152,737 )

A(2)

(31,000 )

A(3)

(30,000 )

A(4)

(79,393 )

A(4)

(18,720 )

A(5)

10,960,196

B(3)

(5,690,319 )

Due

from Pelican Acquisition Corp.

59,740

30,000

A(4)

169,133

79,393

A(4)

Loan

receivable

232,519

31,000

(A3)

342,912

79,393

(A4)

Prepaid

expenses

165,048

110,190

1,194,883

1,470,121

TOTAL

CURRENT ASSETS

$ 59,740

$ 165,125

$ 378,760

$ 1,425,941

$ 7,507,378

Deposit

on Equipment

150,000

12,352

A(5)

162,352

Prepaid

expenses

13,049

95,987

(60,868 )

A(5)

48,168

Investments

held in Trust Account

88,594,774

344,675

B(1)

(77,979,252 )

B(2)

(10,960,196 )

B(3)

TOTAL

ASSETS

$ 59,740

$ 88,772,948

$ 378,760

$ 1,671,928

$ (83,165,478 )

$ 7,717,898

LIABILITIES

AND STOCKHOLDERS’ EQUITY

Accrued

expenses

$ 16,066

$ 317,146

$ 60,335

$ 398,795

$ (15,000 )

A(3)

$ 4,013,926

(45,320 )

A(4)

(258,089 )

(100,000 )

3,710,968

(70,975 )

A(5)

Due

to related party – administrative fee

65,806

(65,806 )

Due

to related party

10,200

475,000

300,000

A(1)

775,000

(10,200 )

Due

to target company (Greenland)

132,519

100,000

31,000

(A3)

342,912

79,393

(A4)

Accrued

offering costs

278

Due

to Pelican HoldCo Inc.

89,740

79,393

169,133

Total

Current Liabilities

148,585

583,170

535,335

398,795

3,635,363

$ 5,301,248

Total

Liabilities

$ 148,585

$ 583,170

$ 535,335

$ 398,795

$ 5,301,248

Commitments

and Contingencies

Ordinary

shares subject to possible redemption, 8,625,000 shares

88,594,774

344,675

B(1)

(77,979,252 )

B(2)

(10,960,196 )

B(4)

Shareholders’

Equity (Deficit)

Ordinary

shares, $0.0001 par value

337

106

B(4)

443

Common

stock

103

A(5)

2,244

B(5)

150

2,000

(103 )

Additional

paid-in capital

20,000

5,642,517

671,958

A(5)

16,887,096

10,960,090

B(4)

(89 )

B(5)

(150 )

(2,000 )

103

(405,333 )

Subscription

receivable

(90,000 )

90,000

A(5)

Retained

earnings (Accumulated deficit)

(88,845 )

(405,333 )

(176,575 )

(4,279,487 )

(152,737 )

A(2)

(14,473,134 )

(16,000 )

A(3)

(34,073 )

A(4)

(758,225 )

A(5)

344,675

B(1)

(344,675 )

B(1)

(5,332,230 )

(3,710,968 )

76,006

405,333

Total

Shareholders’ Equity (Deficit)

(88,845 )

(404,996 )

(156,575 )

1,273,133

2,416,650

Total

Liabilities and Shareholders’ Equity (Deficit)

$ 59,740

$ 88,772,948

$ 378,760

$ 1,671,928

$ (83,165,478 )

$ 7,717,898

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The pro forma adjustment to the unaudited condensed combined pro forma balance sheet consists of the following:

●

A(1): Represents the $300,000 promissory note between Greenland and its affiliate prior to the closing of Business Combination.

●

A(2): Represents the payment of total $152,737 Greenland expenses paid prior to merger closing of Business Combination.

●

A(3): Represents the payment of $31,000 PubCo expenses paid by Greenland on behalf of PubCo prior to closing. This includes payment of $15,000 in expenses that were accrued by PubCo at Year end 2025.

●

A(4): Represents the payment of $109,393 Pelican expense what was paid by Greenland on behalf of Pelican under the PubCo promissory note. This includes payment of $45,320 expenses which was accrued by Pelican at their year-end January 31, 2026

●

A(5): Represents March GL activity from year end 2025 till merger Closing Date.

●

B(1): Represent increase in trust account balance from Year-end January 31, 2026 till merger date due to interest income earned in the trust. This includes increase in the shares subject to redemptions.

●

B(2): Represent the redemptions of 7,562,123 Pelican shares for total payment of $77,979,252 from the trust account.

●

B(3): Represents the movement of net cash remaining in trust account into operating bank account of PubCo at Closing Date.

●

B(4): Represent the reclassification of remaining 1,062,877 SPAC ordinary shares from temporary equity to permanent equity.

●

B(5): Represent the conversion of total 8,923,750 Pelican Rights into 892,375 PubCo common stocks at Closing Date.

●

C: Represents payment of 5,690,319 transaction expenses at closing and accrual of 3,710,968 expenses payable at closing. The payment of 5,690,319 includes $258,089 and $100,000 in expenses that were previously accrued by Pelican and March GL respectively at year end 2025. Also includes reversal of liabilities of $65,806 and $10,200 recorded by Pelican that were negotiated not to be paid.

●

D: Represents 1,500,000 common stock of PubCo issued to Greenland shareholders as merger consideration pursuant to the merger agreement.

●

E: Represents 20,000,000, common stocks of PubCo issued to March GL shareholders as merger consideration pursuant to the merger agreement.

●

F: Represents the elimination of Pelican's historical accumulated earnings.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

AS OF DECEMBER 31, 2025

PubCo

For

the period

September 5, 2025

(inception) to

December 31,

2025

Pelican

For

the

tweleve months ended

January 31,

2026

Greenland

For

the period

June 9, 2025

(inception) to

December 31,

2025

March

For

the period

March 31, 2025

(inception) to

December 31,

2025

Actual

Redemptions

(Historical)

Transaction

Accounting

Adjustments

Pro

Forma

Combined

(January

31, 2026)

(Audited)

(Unaudited)

General

and administrative expenses

$ 88,845

$ 1,100,206

$ 176,575

$ 4,279,487

$ (1,100,206 )

$ 13,350,821

$ 9,043,198

Loss

from Operations

(88,845 )

(1,100,206 )

(176,575 )

(4,279,487 )

7,942,992

(13,350,821 )

Other

income:

Interest

income

4,479

(4,479 )

Interest

earned on investments held in Trust Account

2,344,774

(2,344,774 )

Total

other income

2,349,253

(2,349,253 )

Net

income (loss)

$ (88,845 )

$ 1,249,047

$ (176,575 )

$ (4,279,487 )

$ (10,292,245 )

$ (13,350,821 )

Basic

and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

5,880,822

Basic

and diluted net income per share, ordinary shares subject to possible redemptio

$ 0.14

Basic

and diluted weighted average shares outstanding, non-redeemable ordinary shares

3,158,538

1,441,463

69,438

26,110,252

Basic

and diluted net income per share, non-redeemable ordinary shares

$ 0.14

$ (0.12 )

$ (41.40 )

$ (0.51 )

Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The notes and pro forma adjustments to the unaudited pro forma condensed combined statements of operations consist of the following:

Represents the elimination of non-recurring expense of Pelican.

Represents unrecorded transaction expenses of $8,789,029 upon the consummation of the Business Combination.

Represents the elimination of interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2025.

Net Loss per Share

Net loss per share was calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2025 for the year ended December 31, 2025. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net income per share assumes the shares issuable in connection with the Business Combination have been outstanding for the entire periods presented.

The following unaudited pro forma condensed combined financial information for the year ended December 31, 2025 has been prepared to reflect the actual redemptions by SPAC public shareholders at the time of the Business Combination.

For the year ended December 31, 2025

Proforma net loss

(13,350,821

)

Pro forma basic and diluted net loss per share

(0.51

)

Common stock of HoldCo held by Pelican stockholders

1,925,377

Common stock of HoldCo held by Pelican sponsor and affiliates

2,390,000

Common stock of HoldCo held by underwriter

294,875

Common stock of HoldCo held to March GL stockholders

20,000,000

Common stock of HoldCo held by Greenland stockholders

1,500,000

Total

26,110,252

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: greenlandenergy_ex99-3.htm · Sequence: 11

Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto for the period from inception (March 31, 2025) through December 31, 2025, included elsewhere in this filing. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties.

March GL Company (the “Company,” “we,” “us,” or “our”) was incorporated in the State of Texas on March 31, 2025. The Company is an early-stage oil and gas exploration company headquartered in Denver, Colorado. We were formed to pursue exploration opportunities in frontier hydrocarbon basins, with an initial and exclusive focus on the Jameson Land Basin in East Greenland.

We hold the contractual right to earn up to a 70% working interest in three onshore exploration licenses covering over 2,000,000 acres in the Jameson Land Basin through our Exploration and Participation Agreement (the “80 Mile Agreement”) with 80 Mile PLC and its wholly owned subsidiary, White Flame Energy A/S. The Jameson Land Basin is one of the most significant undrilled onshore hydrocarbon basins in the Arctic. According to an independent resource estimate prepared by Sproule ERCE, the licenses hold gross un-risked prospective recoverable resources of up to 13 billion barrels of oil (3U estimate). These estimates are inherently uncertain and relate to undiscovered accumulations; they are not classified as proved or probable reserves under SEC rules and should not be interpreted as such.

As of December 31, 2025, we are a development-stage enterprise. We have not commenced drilling operations and have generated no revenues. All operating activities since inception reflect exploration planning, geological evaluation, logistics preparation, and organizational and compliance costs incurred in anticipation of our planned drilling program.

Business Combination

On September 9, 2025, we entered into an Agreement and Plan of Merger (the “Business Combination Agreement”) by and among Pelican Holdco, Inc. (“PubCo”), Pelican Acquisition Corporation, a Cayman Islands exempted company listed on the Nasdaq Stock Market under the ticker symbol “PELI” (“SPAC”), Greenland Exploration Limited, the Company, and certain merger subsidiaries of PubCo.

The Business Combination was approved by Pelican shareholders at an extraordinary general meeting held on March 19, 2026, and was successfully completed on March 25, 2026. Pursuant to the Business Combination Agreement, the following transactions were consummated:

●

March GL Merger Sub, Inc., a wholly owned subsidiary of PubCo, merged with and into March GL Company, with the Company surviving as a wholly owned subsidiary of PubCo.

●

PubCo was renamed Greenland Energy Company, and its common stock commenced trading on the Nasdaq Stock Market under the ticker symbol “GLND” on March 26, 2026.

●

Existing March GL shareholders received, in the aggregate, 20,000,000 shares of Greenland Energy Company common stock as merger consideration.

●

Existing Greenland Exploration Limited shareholders received an aggregate of 1,500,000 shares of Greenland Energy Company common stock.

●

Pelican shareholders received one share of Greenland Energy Company common stock for each share of Pelican common stock held (after redemptions).

The implied enterprise valuation of Greenland Energy Company at the time of closing was approximately $215 million. Leadership of the combined company is led by Larry G. Swets, Jr. as Executive Chairman and Robert Price as Chief Executive Officer, with representation from each of the predecessor entities.

Proceeds from the Business Combination are being used to fund the Company’s initial exploration and drilling program in the Jameson Land Basin, including the planned drilling of three exploratory wells (OPW-1, OPW-6, and OPW-9). Field activity is progressing rapidly following the closing. The Government of Greenland has approved the mobilization and sealift landing of heavy equipment, including a D9 bulldozer, trucks, excavators, loaders, generators, and housing units. Once offloaded, this equipment will be used to build a three-mile road to the drilling site. Greenland Energy has secured Arctic logistics support with Desagnes Transarktik Inc., drilling services with Halliburton, and has engaged IPT Well Solutions as project manager. A 3,500-meter-capable drilling rig has been mobilized through a leading shipping company.

Exploration Licenses and Earn-In Structure

The Company holds its interest in the Jameson Land Basin through a drill-to-earn arrangement governed by the Farm-Out Agreement with 80 Mile PLC and White Flame Energy A/S (collectively, “80 Mile”). The licenses are held as Exclusive Exploration Licenses granted by the Government of Greenland. The earn-in structure is as follows:

Phase

Obligation

Result

Starting Position

None

White Flame Energy A/S holds 100% working interest; March GL holds 0%

Phase I

Fund and complete First Well (OPW-1); estimated cost ~$40 million

March GL earns 50% working interest in the entire licensed area

Phase II

Fund and complete Second Well (OPW-6); estimated cost ~$20 million

March GL’s interest increases to 70% (permanent); White Flame retains 30%

Importantly, the earn-in is based on the completion of the drilling obligations, not on commercial success. The working interest is earned even if a well results in a dry hole. As of December 31, 2025, no drilling operations have commenced and no working interest has been earned.

Key Factors Affecting Our Performance

Because we are a development-stage company with no revenue or production, our near-term performance will be driven primarily by our ability to advance exploration activities and access capital. Key factors include:

●

Exploration and Drilling Results. The discovery of commercial quantities of hydrocarbons through our planned drilling program will be the primary driver of long-term value creation. Drilling results are inherently uncertain.

●

Capital Availability. Exploration and development activities in frontier Arctic basins require substantial capital. The completion of the Business Combination on March 25, 2026 has provided initial access to public capital markets; however, our ability to access additional capital on acceptable terms will continue to influence the pace and scale of our exploration program.

●

Commodity Prices. Although we have no current production, sustained periods of low oil and natural gas prices could make future development uneconomic, reduce investor appetite for frontier exploration projects, and impair our ability to raise capital.

●

Regulatory Environment. Our operations are subject to the Greenlandic government’s exploration licensing requirements, environmental standards, and permitting processes. Delays in obtaining required permits could materially affect our drilling timeline.

●

Geological and Technical Uncertainty. The Jameson Land Basin has limited modern seismic data and no prior well control. Our ability to accurately interpret subsurface structures and identify drillable targets is critical.

●

Operating and Administrative Costs. While currently limited relative to anticipated drilling expenditures, overhead costs will increase materially as we commence field operations.

Market Conditions

The oil and gas industry is cyclical and significantly affected by commodity price volatility, global supply and demand dynamics, geopolitical events, and macroeconomic conditions. Prices for crude oil, natural gas, and natural gas liquids have historically been volatile and are expected to remain so. These fluctuations are driven by factors largely outside our control, including OPEC+ production decisions, global economic growth rates, the pace of the energy transition, U.S. and international sanctions regimes, and geopolitical developments in major producing regions.

Although we are not currently producing hydrocarbons, market conditions nonetheless materially affect our business in several ways:

●

Impact of Low Commodity Prices. Sustained periods of low oil and natural gas prices could make it uneconomic to develop any future discoveries we may make in the Jameson Land Basin, reduce investor appetite for frontier exploration projects of the type we are pursuing, and impair our ability to raise the capital necessary to fund our drilling obligations and ongoing operations.

●

Impact of High Commodity Prices. A sustained high commodity price environment, while potentially improving the economics of any future discovery, may also increase drilling costs, tighten the availability of oilfield services and equipment, and create supply chain and logistics constraints that could increase the cost and complexity of our planned exploration program.

●

Geopolitical and Arctic Energy Dynamics. Greenland occupies a strategically significant position in the global energy landscape. Heightened attention to Arctic energy security and the role of Greenland’s resources in the context of U.S. and allied energy policy may create both opportunity and increased regulatory or geopolitical scrutiny for companies operating in the region.

●

Investor Sentiment Toward Frontier Exploration. Capital flows into frontier and early-stage exploration companies are highly sensitive to broader commodity markets and investor risk appetite. Periods of market stress or sustained low prices may make it more difficult to attract the equity or partnership capital we require to advance our program.

We do not currently utilize derivative instruments to hedge commodity price exposure, as we have no production. We may consider implementing hedging strategies in the future if and when we commence production and have proved reserves to protect. There can be no assurance that hedging instruments will be available on acceptable terms or that any hedging program we may implement will be effective in mitigating commodity price risk.

Results of Operations

The following discussion covers the period from inception (March 31, 2025) through December 31, 2025 (the “Inception Period”). As this is the Company’s first fiscal period, there are no comparative prior-period results.

Key Operating Metrics

March GL is an exploration-stage energy company with no current production, proved reserves, or established revenue streams. As such, we do not presently rely on traditional operating metrics, such as daily production volumes, lifting costs, reserve replacement ratios, or production efficiency, that are commonly utilized by producing oil and gas companies. Until commercial operations commence, our performance will be measured primarily through the progress and results of our exploration activities.

Key indicators that management expects to monitor include: (i) the number of exploration wells drilled, completed, and evaluated within budgeted cost and schedule parameters; (ii) the percentage of wells meeting predefined geological and technical success criteria as outlined in our exploration program; and (iii) total capital deployed on exploration relative to our approved capital budget. These measures provide management with a framework to assess operational execution, capital efficiency, and the degree of de-risking achieved across our acreage position in the Jameson Land Basin. Upon the establishment of production and reserves, we anticipate that additional metrics—such as production volumes, development costs per barrel, and reserve growth—will become relevant measures of operating performance.

Revenues

We did not generate any revenues during the Inception Period. We are an exploration-stage enterprise and have not commenced drilling or production operations. We do not expect to generate revenues unless and until a commercial hydrocarbon discovery is made and developed, which may not occur for several years, if at all.

Operating Expenses

Total operating expenses for the Inception Period were $4,279,487. The Company expenses all costs incurred prior to the commencement of drilling operations and the establishment of a working interest in proved or unproved properties, in accordance with its accounting policy for exploration and evaluation expenditures.

Operating expenses during the Inception Period consisted primarily of:

●

Geological, geophysical, and technical evaluation costs, including early-stage data acquisition and license maintenance fees associated with the Jameson Land Basin;

●

Logistics and planning expenditures, including costs incurred under the Exploration and Participation Agreement with 80 Mile PLC prior to the commencement of drilling, non-cancellable project management agreements with Halliburton and IPT Well Solutions, and an Arctic sealift services agreement with Desagnes Transarktik Inc.;

●

General and administrative expenses, including management services fees, professional fees (legal, accounting, and consulting), and costs associated with establishing the Company’s corporate structure and preparing for the Business Combination; and

●

Transaction-related and regulatory compliance costs associated with the proposed Business Combination and Greenland licensing requirements.

The following table summarizes our results of operations for the Inception Period:

Period from

Inception

(March 31, 2025)

through

December 31,

2025

Revenue

—

Total Operating Expenses

(4,279,487

)

Net Loss Before Income Taxes

(4,279,487

)

Income Tax Expense

—

Net Loss

(4,279,487

)

Net Loss Per Share – Basic and Diluted

(41.40

)

Weighted Average Shares Outstanding

69,438

Income Taxes

No provision for federal or state income taxes was recorded during the Inception Period. The Company incurred a net operating loss of approximately $4,279,000, resulting in a deferred tax asset of approximately $899,000 at the statutory corporate income tax rate. A full valuation allowance of approximately $899,000 has been recorded against the deferred tax asset, as management has determined that it is more likely than not that the asset will not be realized given the Company’s limited operating history and cumulative losses. Accordingly, the net deferred tax asset as of December 31, 2025 is $0.

Liquidity and Capital Resources

Our primary sources of liquidity since inception have been proceeds from private placements of our common stock. We have not generated any cash from operations and do not expect to do so until, if ever, we discover and develop commercial hydrocarbon resources.

As of December 31, 2025, we had cash and cash equivalents of $231,058, total assets of $1,671,928, and total stockholders’ equity of $1,273,133. Total assets consisted primarily of prepaid shipping fees of $1,194,883, deposits on equipment of $150,000, prepaid management fees of $68,487, prepaid expenses of $27,500, and cash of $231,058. Since inception, we have financed our operations through the issuance of 103,360 shares of common stock for gross proceeds of $5,552,620 ($5,462,620 net of the outstanding subscription receivable of $90,000). As of December 31, 2025, accounts payable of $398,795 represented our only outstanding liability, resulting in total liabilities of $398,795.

Subsequent to December 31, 2025, we completed an additional private placement of common stock, issuing 5,040 shares for gross proceeds of approximately $291,323.

Subsequent to December 31, 2025, the Business Combination was completed on March 25, 2026. The net proceeds from the Business Combination, together with the Company’s existing cash resources, are expected to fund a significant portion of our initial exploration and drilling program in the Jameson Land Basin. However, our longer-term capital requirements will be substantial, and we may need to seek additional capital through equity offerings, strategic partnerships, joint ventures, or other financing arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all.

Cash Flow Summary

The following table summarizes our cash flows for the Inception Period:

Period from

Inception

(March 31, 2025)

through

December 31,

2025

Net cash used in operating activities

(5,321,562

)

Net cash used in investing activities

—

Net cash provided by financing activities

5,552,620

Net Increase in Cash

231,058

Cash – Beginning of Period

—

Cash – End of Period

231,058

Operating Activities

Net cash used in operating activities was $5,321,562 for the Inception Period, consisting of the net loss of $4,279,487 and net increases in working capital of $1,042,075. Working capital changes reflected (i) payments of prepaid shipping fees of $1,194,883 (related to the Arctic sealift agreement with Desagnes Transarktik Inc.), (ii) prepaid management fees of $68,487, (iii) prepaid expenses of $27,500, and (iv) equipment deposits of $150,000, partially offset by (v) an increase in accounts payable of $398,795.

Investing Activities

We had no investing activities during the Inception Period. As of December 31, 2025, we have not initiated drilling, acquired proved or unproved oil and gas properties, or completed any capital asset transactions.

Financing Activities

Net cash provided by financing activities was $5,552,620, consisting entirely of proceeds from the private placement issuances of our common stock during the Inception Period.

Capital Resources and Outlook

We are an exploration-stage company with no revenues, no proved reserves, and no operating cash flows. Our future capital requirements will be significant and will depend on:

●

The deployment of proceeds from the Business Combination, which was completed on March 25, 2026;

●

The results of our initial exploratory wells (OPW-1, OPW-6, and OPW-9);

●

Regulatory timelines and permit approvals from Greenlandic authorities;

●

Prevailing commodity prices and their effect on the economics of frontier development; and

●

The pace of development activities and any required appraisal drilling following a discovery.

The Phase I well (OPW-1) is estimated to cost approximately $40 million, and the Phase II well (OPW-6) is estimated to cost approximately $20 million. These costs will require capital well in excess of our current resources. We expect to seek additional capital through equity offerings, strategic partnerships, joint ventures, or other financing arrangements. There can be no assurance that such financing will be available on acceptable terms, if at all.

Commitments and Contingencies

Exploration and Participation Agreement (80 Mile Agreement)

The Company has entered into an Exploration and Participation Agreement with 80 Mile PLC pursuant to which the Company has committed to fund two exploration wells in the Jameson Land Basin. Failure to meet the drilling milestones within the agreed-upon timeframe could result in the forfeiture of the Company’s right to earn the working interest. As of December 31, 2025, no drilling has commenced and no working interest has been earned.

Arctic Sealift Services Agreement

In July 2025, the Company entered into a booking and cancellation agreement with Desagnes Transarktik Inc. for Arctic sealift services. The Company made an initial deposit of approximately CAD $1.19 million (reflected as prepaid shipping fees of $1,194,883 on the balance sheet). Under the terms of the agreement, this deposit may be applied as a credit toward a 2026 voyage to the Jameson Land Basin. If a voyage does not occur during the 2026 shipping season, the deposit will be forfeited as full settlement of the 2025 cancellation, representing a potential loss contingency of approximately $1.2 million.

Service Contracts

The Company has executed project management agreements with Halliburton Energy Services, Inc. and IPT Well Solutions for drilling, engineering, logistics, and field operations support. The Halliburton consulting work order totals approximately $0.4 million for project planning and technical services. These contracts include non-cancellable provisions for the delivery of technical services, equipment mobilization, and exploration planning.

Environmental and Regulatory Obligations

The Company’s planned operations in Greenland are subject to extensive environmental reviews, regulatory approvals, and permitting requirements imposed by Greenlandic authorities. No asset retirement obligations have been recognized as of December 31, 2025, as drilling activities have not yet commenced. The Company will recognize such obligations in accordance with ASC 410 once estimable liabilities can be determined.

Future Liquidity Outlook

We expect that our existing cash resources, together with the net proceeds from this offering, will be sufficient to meet our operating needs, including geological and geophysical expenditures, license fees, permitting costs, and general administrative expenses, for at least the next twelve months.

Because we are an exploration-stage company with no current production or revenues, our future liquidity will depend primarily on the timing and amount of funds raised through equity offerings or other external financing. Over the longer term, our liquidity will also depend on the success of our planned exploration and drilling program, future commodity price realizations if commercial discoveries are made, and our ability to access capital markets to fund drilling and development activities.

Sustained changes in commodity prices, delays in drilling, or increased operating costs may influence our cash flow requirements and could require us to adjust our capital allocation priorities, including the pace of exploration activities or the timing of capital expenditures.

Quantitative and Qualitative Disclosures About Market Risk

We are an exploration-stage company with no revenues, no proved reserves, and limited operating history. Our exposure to market risks is currently minimal and relates primarily to the following:

Commodity Price Risk

Because we have not commenced production and do not hold proved or probable reserves, we have no direct exposure to crude oil or natural gas price fluctuations at this time. However, sustained changes in global commodity prices could adversely influence future capital availability, the economics of any potential development, and investor sentiment toward frontier hydrocarbon projects. We do not currently use derivative instruments to hedge commodity price risk.

Foreign Currency Risk

Certain expenditures, including consulting services and logistics costs associated with our Greenland exploration program, are denominated in Canadian dollars and Danish kroner. Because our functional currency is the U.S. dollar, fluctuations in foreign exchange rates could affect the U.S. dollar-equivalent cost of those expenditures. We monitor exchange rate movements but do not currently utilize currency-hedging instruments, given the limited volume of foreign-currency transactions to date.

Interest Rate Risk

Our cash balances are maintained in highly liquid accounts with major financial institutions. We have no outstanding debt obligations and, accordingly, are not exposed to interest rate risk related to borrowings.

Inflation Risk

Rising inflation in Canada, Denmark, or the United States could increase costs associated with technical services, transportation, and Arctic logistics. Because most of our current contracts are short-term in nature, our current exposure is limited; however, sustained inflation could increase future exploration and development costs.

Critical Accounting Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. The preparation of these statements requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, and expenses. Because we are in the early stage of operations, our most significant accounting judgments relate to the following:

Exploration and Development Cost Recognition

The Company expenses all costs incurred prior to the commencement of drilling operations and the acquisition of a legally enforceable interest in proved or unproved properties. This policy requires management to assess whether costs result in the acquisition of a tangible or legally enforceable interest. The determination that no such interest had been earned as of December 31, 2025 is critical to the recognition of $4,279,487 in operating expenses during the Inception Period.

Going Concern Assessment

The preparation of the financial statements on a going concern basis requires management to assess the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. This assessment involved significant judgment regarding the probability of completing the Business Combination (which was subsequently consummated on March 25, 2026), obtaining additional financing, and meeting planned exploration milestones. Adverse outcomes in any of these areas could materially affect the Company’s ability to continue operations.

Prepaid Expense Amortization

Management makes judgments regarding the timing and method of amortizing prepaid expenses, including prepaid management fees, prepaid consulting services, and prepaid shipping fees. These estimates affect the timing of expense recognition and the carrying value of prepaid assets on the balance sheet. As of December 31, 2025, total prepaid assets were $1,290,870.

Income Tax Valuation Allowance

Management applies significant judgment in assessing whether it is more likely than not that deferred tax assets will be realized. Based on the Company’s limited operating history, cumulative losses, and the absence of a reliable source of future taxable income, a full valuation allowance of approximately $899,000 has been recorded against the Company’s net operating loss carryforward of approximately $4,279,000.

Recent Accounting Pronouncements

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (issued November 2023) requires additional annual and interim disclosures of significant segment expenses regularly provided to the chief operating decision maker. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company currently operates as a single reportable segment and does not expect the adoption to have a material impact on its financial statements, though it may expand segment disclosures.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (issued December 2023) enhances annual disclosures related to the rate reconciliation and disaggregation of income taxes paid. The standard is effective for annual periods beginning after December 15, 2024. The Company does not expect a material impact on its financial statements other than expanded disclosures.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (issued November 2024, as clarified by ASU 2025-01) requires specified disaggregations of expense line items and a definition and disclosure of selling expenses. The guidance is effective for public business entities for fiscal years beginning after December 15, 2026. The Company is evaluating the impact and expects the effect to be limited to enhanced disclosures.

ASU 2023-05 (ASC 805-60) requires a newly formed joint venture to recognize and initially measure its assets and liabilities at fair value on the formation date. The guidance is effective prospectively for joint ventures formed on or after January 1, 2025. The Company does not expect an impact unless a joint venture is formed in a future period.

SEC Final Rule on Climate-Related Disclosures (adopted March 6, 2024, subject to a stay issued April 4, 2024 pending judicial review): The rule would require registrants to disclose certain climate-related information in registration statements and annual reports. The Company is currently evaluating the potential impact on its financial statements and related disclosures.

Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were available to be issued. The following material subsequent events have been identified:

Completion of Business Combination

On March 25, 2026, the Company successfully completed its previously announced Business Combination. The Business Combination was approved by shareholders of Pelican Acquisition Corporation at an extraordinary general meeting held on March 19, 2026. The transaction was structured as a series of mergers pursuant to which Pelican Acquisition Corporation, Greenland Exploration Limited, and March GL Company each merged with subsidiaries of Pelican Holdco, Inc., a newly formed Texas corporation subsequently renamed Greenland Energy Company.

The key terms of the completed transaction are as follows:

●

March GL Company merged into a wholly owned subsidiary of Greenland Energy Company and became a wholly owned subsidiary of the combined public company.

●

March GL shareholders received an aggregate of 20,000,000 shares of Greenland Energy Company common stock as merger consideration.

●

Greenland Exploration Limited shareholders received an aggregate of 1,500,000 shares of Greenland Energy Company common stock.

●

Pelican Acquisition Corporation shareholders received one share of Greenland Energy Company common stock for each share of Pelican common stock held (after redemptions).

●

The implied enterprise valuation of Greenland Energy Company at closing was approximately $215 million.

Greenland Energy Company common stock commenced trading on the Nasdaq Stock Market under the ticker symbol “GLND” on March 26, 2026. The combined company is led by Larry G. Swets, Jr. as Executive Chairman and Robert Price as Chief Executive Officer.

Operational Developments Following Closing

Following the completion of the Business Combination, Greenland Energy is actively advancing its exploration program in the Jameson Land Basin. The Government of Greenland has approved the mobilization and sealift landing of heavy equipment to the basin, including a D9 bulldozer, trucks, excavators, loaders, generators, and housing units. Upon offloading, this equipment will be deployed to construct a three-mile road to the planned drilling site. Arctic logistics support has been secured with Desagnes Transarktik Inc., drilling services are in place with Halliburton, and IPT Well Solutions has been retained as project manager. A 3,500-meter-capable drilling rig has been mobilized in connection with these preparations, marking a decisive step toward the commencement of drilling in the Jameson Land Basin.

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: greenlandenergy_ex99-4.htm · Sequence: 12

Exhibit 99.4

Pelican Acquisition Corporation

(NASDAQ: PELI) Announces Completion

of its Business Combination forming

Greenland Energy Company

Your publication date and time will appear here. | Source: Pelican Acquisition Corp

●

Greenland Energy to trade under new symbol on NASDAQ: GLND

●

Jameson Land Basin includes over 2,000,000 acres covering the entire petroleum basin. Independent engineering report from Sproule ERCE indicates upside of 13 billion barrels of recoverable oil.

●

Greenland Energy maintains the rights to own up to 70% of three onshore licenses of the Jameson Land Basin in East Greenland - the focus of extensive exploration and research for decades.

●

The Business Combination creates a publicly traded energy company focused on enhancing global energy security through the responsible development of Greenland’s natural resources.

●

$215 Million Implied Valuation for Greenland Energy.

●

Think Equity continues to be financial advisor to GLND.

HOUSTON, March 25, 2026 (GLOBE NEWSWIRE) -- Pelican Acquisition Corporation (“Pelican”), a publicly traded special purpose acquisition corporation, today announced the successful completion of its proposed business combination (the “Business Combination”) with Pelican Holdco, Inc. (“PubCo”), Greenland Exploration Limited (“Greenland”), and March GL Company (“March GL”). The Business Combination was approved by Pelican’s shareholders at its extraordinary general meeting of shareholders held on March 19, 2026 (the “Extraordinary General Meeting”). Following the closing, the combined company will operate as Greenland Energy Company (“Greenland Energy”), a publicly traded energy company focused on enhancing global energy security through the responsible development of Greenland’s natural resources. On March 26, 2026, Greenland Energy’s common stock will commence trading on The Nasdaq Stock Market under the new ticker symbol “GLND.”

The Jameson Land Basin in East Greenland has been the focus of extensive exploration and research for decades. ARCO, shortly after its discovery of the giant Prudhoe Bay oil field in Alaska, invested the equivalent of more than $275 million in today’s dollars to evaluate the Jameson Land Basin. Their work included detailed field mapping and sampling programs, as well as the acquisition of approximately 1,800 km of 2D seismic data. ARCO also constructed the Constable Point Airfield, which remains a key piece of infrastructure in the region.

These early efforts indicated that the Jameson Land Basin has significant potential as a hydrocarbon basin. Internal ARCO reports and subsequent independent studies pointed to substantial oil potential, with recoverable resources estimated in the multi-billion-barrel range. Despite this, Jameson remained undrilled due to corporate and macroeconomic conditions of the time, leaving its prospectivity intact.

Greenland Energy has now built on this foundation, reprocessing the legacy seismic data with modern technology. This work has identified over 50 distinct oil and gas targets, many with clear structural and stratigraphic trapping potential. Leveraging both the existing infrastructure and the historic investment by ARCO, Greenland Energy is positioned to accelerate drilling of the basin’s first well and unlock its long-recognized potential.

“The closing of this transaction represents a major milestone in advancing Greenland’s emergence as a strategic energy frontier,” said Larry G. Swets, Jr., Executive Chairman of Greenland Energy Company. “Greenland Energy is now positioned to pursue meaningful growth through the responsible development of high-potential resources that can strengthen global energy security and unlock long-term value for our shareholders. We aim to deliver steady, responsible growth that empowers Greenland’s economic diversification, while reinforcing the energy security goals of the United States and its allies.”

Field activity is progressing rapidly. The Greenland Government has approved the mobilization and the sealift landing of heavy equipment, including a D9 bulldozer, trucks, excavators, loaders, generators, and housing units. Once the equipment is offloaded, it will be ready to build a three mile road to the drilling site. Greenland Energy has also secured critical arctic logistics support with Desgagnés to ship drilling equipment to Jameson Land Basin.

Greenland Energy has agreements with Halliburton to support logistics planning and provide drilling services, and with a leading shipping company to mobilize a 3,500-meter-capable drilling rig. IPT Well Solutions has also been retained as project manager to provide additional oversight and technical support. Together, these preparations mark the decisive first step toward drilling in Jameson Land Basin—an opportunity that has stood for decades as one of the most compelling undrilled prospects in the Arctic.

“Responsible energy development remains a cornerstone of sustainable economic growth,” said Robert Price, Chief Executive Officer of Greenland Energy. “Our work in the Jameson Land Basin represents a rare opportunity to unlock one of the largest undrilled onshore basins in the Arctic through a disciplined, environmentally responsible approach. This combination of resource quality, execution capability, and market access uniquely positions Greenland Energy to create long-term value while contributing to enhanced global energy security.”

Greenland Energy has obtained the rights from 80 Mile and its subsidiary company, White Flame Energy A/S, to own up to 70% of three onshore licenses, which include over 2,000,000 acres covering the entire petroleum basin. Independent engineering report from Sproule ERCE indicates upside of 13 billion barrels of recoverable oil.

“This business combination represents a transformative opportunity to align U.S. capital with one of the world’s most resource-rich and strategically significant regions,” said Robert Labbe, Chief Executive Officer of Pelican Acquisition Corporation. “This transaction creates a robust, publicly traded platform capable of responsibly advancing Greenland’s untapped energy potential while delivering meaningful long-term value to shareholders and stakeholders. By gaining access to U.S. public markets, Greenland Energy is now positioned to pursue high-impact projects that can reshape Arctic energy development for a new era.”

Transaction Highlights

●

The transaction included a series of mergers whereby Pelican,

Greenland, and March GL will each merge with subsidiaries of Pelican Holdco, Inc., a newly formed Texas corporation to be renamed Greenland

Energy Company.

●

Existing Greenland Exploration shareholders will receive an

aggregate of 1,500,000 shares of Greenland Energy Company common stock.

●

Existing March GL shareholders will receive an aggregate of

20,000,000 shares of Greenland Energy Company common stock.

●

Pelican shareholders will receive one share of Greenland Energy

Company common stock for each share of Pelican common stock they currently hold (after redemptions).

Leadership and Governance

The directors and executive management team of Greenland Energy will be led by Larry G. Swets, Jr. as Executive Chairman and Robert Price as Chief Executive Officer, and include representatives from Greenland, March GL, and Pelican.

Advisors

ThinkEquity LLC served as financial advisor to Greenland Exploration, Pelican and MarchGL as well as Mergers & Acquisition Advisor to Greenland Exploration. EarlyBirdCapital, Inc. served as advisor to Pelican. Winston & Strawn LLP acted as legal advisor to Greenland Exploration. Celine & Partners, PLLC acted as legal advisor to Pelican. Haynes and Boone, LLP acted as legal advisor to March GL.

About Greenland Exploration Limited

Greenland Exploration Limited is a Texas-based entity focused on developing strategic positions in North American energy assets. Through its partnerships, Greenland aims to deliver long-term shareholder value in a dynamic and evolving energy market. https://www.linkedin.com/company/greenland-energy-company

About March GL Company

March GL Company, a privately-owned Texas Corporation, entered into an agreement with 80 Mile for drilling to commence at the Jameson oil and gas basin in Greenland. March GL will fund 100% of the costs associated with up to two exploration wells, which are designed to delineate the sedimentary structure and energy potential of the Jameson Land Basin. In return, March GL will earn through 80 Mile’s subsidiary company up to a 70% interest in the entire basin. March GL Company will be appointed as the Field Operations Manager. More information is available on its website www.MarchGL.com.

About Pelican Acquisition Corporation

Pelican Acquisition Corporation was 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. Pelican was not limited to any particular industry or geographic region in identifying prospective targets.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Greenland Energy Company and its management, are inherently uncertain; factors that may cause actual results to differ materially from current expectations include, but are not limited to: 1) the outcome of any legal proceedings that may be instituted against Greenland Energy Company or others following the closing of the business combination; 2) the ability to meet Nasdaq’s listing standards following the consummation of the business combination; 3) the risk that the business combination disrupts current plans and operations of Greenland Energy Company as a result of consummation of the business combination; 4) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, the ability of the combined company to grow and manage growth, maintain relationships with partners and retain its management and key employees; 5) costs related to the business combination; 6) changes in applicable laws or regulations; 7) the possibility that Greenland Energy Company may be adversely affected by other economic, business and/or competitive factors; 8) geological and technical uncertainties inherent in oil and gas exploration; 9) commodity price volatility; 10) regulatory and permitting risks associated with operations in Greenland; and 11) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Pelican’s Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”), and other documents of Pelican filed, or of Greenland Energy Company, to be filed, with the SEC. Although Greenland Energy Company believes the expectations reflected in the forward-looking statements are reasonable, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved. There may be additional risks that Greenland Energy Company presently does not know of or that Greenland Energy Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Greenland Energy Company does not undertake, and expressly disclaims, any duty to update these forward-looking statements, except as otherwise required by applicable law.

No Offer or Solicitation This press release relates to a Business Combination by and among Pelican, Greenland Exploration Limited, PubCo, and March GL Company. This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there by any offer, sale or exchange of securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therein.

Contact: contact@greenlandenergyco.com

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