Pelican Acquisition Corp美股招股说明书(2026-02-18版)

PELICAN ACQUISITION CORPORATION(A CAYMAN ISLANDS EXEMPTED COMPANY) PROSPECTUS FOR UP TO 35,172,375 SHARES OF COMMON STOCK AND1,500,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OFPELICAN HOLDCO, INC. (PELICAN HOLDCO, INC. TO BE RENAMED “GREENLAND ENERGY COMPANY” INCONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN) This proxy statement/prospectus is dated February 18, 2026 and is first being mailed to shareholders of Pelican AcquisitionCorporation on or about February20, 2026. The board of directors of Pelican Acquisition Corporation, a Cayman Islands exempted company, has approved theAgreement and Plan of Merger, dated as of September 9, 2025 (the “Business Combination Agreement”),by and among PelicanHoldco, 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 Texascorporation and a 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 a wholly-owned subsidiary of PubCo (“March GL Merger Sub” and, together with SPAC Merger Suband Greenland Merger Sub, the “Merger Subs” and each individually, a “Merger Sub”), collectively, the “Parties.” The Conversion Pursuant to the terms of the Business Combination Agreement, prior to the Closing (as defined below), SPAC will effect aConversion under Part XII of the Cayman Islands Companies Act (Revised) and section 10.101–10 of the Texas BusinessOrganizations Code (the “TBOC”), pursuant to which SPAC will discontinue as a Cayman Islands exempted company anddomesticate as a Texas corporation (the “Conversion”). Upon the Conversion, each issued and outstanding SPAC security will remainoutstanding and automatically represent a corresponding security of SPAC as a Texas corporation, without any action required by theholders and without any interruption or change in the rights, preferences, privileges, or limitations applicable thereto. SPAC’sgoverning documents will be amended and restated as provided in the Business Combination Agreement. The legal existence andcontinuity of SPAC will be preserved and not deemed a dissolution or liquidation. Table of Contents The Mergers Following the Conversion and on the terms and subject to the conditions of the Business Combination Agreement, SPACMerger Sub will merge with and into SPAC, with SPAC surviving as a wholly-owned subsidiary of PubCo (the “SPAC Merger”).Immediately thereafter, Greenland Merger Sub will merge with and into Greenland, with Greenland surviving as a wholly-ownedsubsidiary of PubCo (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 PubCo (the “March GL Merger”, and together with the SPAC Merger andGreenland Merger, the “Mergers”). Immediately after the March GL Merger, PubCo will contribute all of the issued and outstandingcapital stock of March GL to Greenland, resulting in March GL becoming a wholly-owned subsidiary of Greenland. The Mergers andthe other transactions contemplated by the Business Combination Agreement are collectively the “Business Combination”, and as aresult of the Business Combination, PubCo will be renamed Greenland Energy Company and will become a publicly traded companyon the Nasdaq Stock Market LLC (“Nasdaq”). Following the time of the Mergers (the “Closing”) of the Business Combination, the combined company will be organized ina structure so that substantially all of the assets and the business of the combined company will be held by March GL. As consideration for the Mergers, the holders of March GL Common Stock immediately prior to the March GL Merger willbe entitled to receive from PubCo, in the aggregate, 20,000,000 shares of PubCo Common Stock (the “March GL MergerConsideration”). The holders of Greenland Common Stock immediately prior to the Greenland Merger will be entitled to receivefrom PubCo, in the aggregate, 1,500,000 shares of PubCo Common Stock (the “Greenland Merger Consideration”, and togetherwith the March GL Merger Consideration, the “Merger Consideration”), with the Merger Consideration being a number of shares ofPubCo Common Stock with an aggregate value equal to $215,000,000, based upon a per share value of $10.00. One of the conditions to the obligations of PubCo to consummate the Business Combination and Closing is that the initiallisting application of PubCo with Nasdaq in connection to the contemplated transactions shall have been conditionally approved and,immediately following the Effective Time (as defined below), PubCo shall satisfy any applicable initial listing requirements ofNasdaq. SPAC Shareholders may not have certainty at the time they vote regarding whether Pub