Greenland Mines Ltd美股招股说明书(2026-06-22版)

GREENLAND MINES LTD Up to 15,000,000 Shares of Common Stockto be Sold by Selling Shareholders On June 15, 2026, we entered into a series of Securities Purchase Agreements with the investors named herein, pursuant to which weagreed to issue and sell shares of our Common Stock in a private placement exempt from registration under Section 4(a)(2) of theSecurities Act and Rule 506(b) of Regulation D. This prospectus relates to the resale of the shares of our Common Stock sold in the private placement. The private placement closed onJune 18, 2026, at which time we sold an aggregate of 15,000,000 shares of Common Stock to the investors identified in the “SellingStockholders” section. The shares of Common Stock sold in the private placement are being registered for resale herein. This prospectus provides you with a general description of the Common Stock offered hereby and the general manner in which theselling shareholders may offer such securities. More specific terms of any securities that the selling shareholders offer may beprovided in a prospectus supplement, if required, that describes, among other things, the specific amounts and prices of the securitiesbeing offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in thisprospectus. We will not receive any proceeds from the sale of shares of Common Stock to be offered by the Selling Stockholders. However, wewill pay certain expenses, other than underwriting discounts and commissions, associated with the sale of Common Stock by theSelling Stockholders pursuant to this prospectus. Our registration of the shares of Common Stock covered by this prospectus does notmean that the Selling Stockholders will offer or sell any of the Common Stock. The selling shareholders may sell the Common Stockcovered by this prospectus in a number of different ways and at varying prices. We provide more information about how the SellingStockholders may sell the Common Stock in the section entitled “Plan of Distribution.” We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities laws and are subjectto reduced public company reporting requirements. Our shares of common stock are listed on The Nasdaq Stock Market (“Nasdaq”)under the symbol “GRML”. The last sale price of our shares of common stock on June 15, 2026 was $0.31 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectussupplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is June 22, 2026 TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-4USE OF PROCEEDSS-5DIVIDEND POLICYS-5SELLING STOCKHOLDERSS-6PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-10EXPERTSS-10INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-11 Neither we nor the selling shareholders have authorized anyone to provide any information or to make any representationsother than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or anyfree writing prospectus we have prepared. We and the selling shareholder take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only theCommon Shares offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The informationcontained or incorporated by reference in this prospectus is current only as of its date. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Underthis shelf registration process, the Seller Stockholders may, from time to time, offer and sell any combination of the Common Sharesdescribed in this prospectus in one or more offerings. This prospectus generally describes Greenland Mines Ltd and its securities,including its Common Stock. The Seller Stockholders may use the shelf registration statement to sell up to an aggregate of 15,000,000shares of Common Stock from time to time through any means described in the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale of the Common Stock to be offered by the selling shareholder. However, we will paycertain expenses, other than underwriting discounts and commissions, associated with the sale