Pelican Acquisition II Corp美股招股说明书(2026-07-24版)

$75,000,000Pelican Acquisition II Corporation7,500,000 Units Pelican Acquisition II Corporation is a blank check company incorporated as a Cayman Islands exempted company with limitedliability, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similarbusiness combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited toa particular industry or geographic region, although we intend to primarily focus on target businesses within the technology industryglobally. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf),directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect tosuch a transaction with our company. The Company will have 21 months from the consummation of this offering to consummate a Business Combination (the“Combination Period”). If we anticipate that we may be unable to consummate our initial business combination within theCombination Period, we may seek shareholder approval to amend our amended and restated memorandum and articles of associationto extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension,holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against,our initial business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest earned thereon (which interest shall be net of taxes payable), divided by the number of then issued andoutstanding public shares, subject to applicable law. If we are unable to complete our initial business combination within theCombination Period, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account, including interest earned thereon (which interest shall be net of taxes payable and up to $50,000 ofinterest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law andcertain conditions as further described herein. This is an initial public offering of our securities. Each unit we are offering has a price of $10.00 and consists of: (i) one ordinary shareand (ii) one right to receive one-tenth of one ordinary share upon the consummation of the initial business combination, as described inmore detail in this prospectus. The underwriter has a 45-day option from the date of the consummation of this offering to purchase upto an additional 1,125,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, ourinitial business combination, all or a portion of their ordinary shares that were sold as part of the units in this offering, which we referto collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equalto the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of ourinitial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxespayable), divided by the number of then outstanding public shares. Notwithstanding the foregoing, if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, a public shareholder, together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a “group” (as defined under Section13 of the Exchange Act), will be restricted from redeemingits shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. See “Summary —The Offering — Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we holdshareholder vote” for further discussion on certain limitations on redemption rights. Table of Contents Pelican II Capital Solutions Limited, which we refer to throughout this prospectus as our “Sponsor,” and EarlyBirdCapital, Inc., thesole underwriter in this offering and which we refer to throughout this prospectus as “EarlyBirdCapital” or the “Underwriter” haveagreed that they and/or their designees will purchase from us an aggregate of 386,500 units, or “private units” (311,500 private units tobe purchased by our Sponsor and 75,000 private units to be purchased by EarlyBirdCapital or its designees) at a price of $10.00 perunit. Our Sponsor and EarlyBirdCapital have also agreed that if the o