As filed with United States Securities and Exchange Commission on October 30, 2025

Registration No: 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PELICAN HOLDCO, INC.

(Exact name of registrant as specified in its charter)

For co-registrants, see “Table of Co-Registrants” on the following page.

3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert Price
Chief Executive Officer
3400 East Bayaud Avenue, Suite 400

Denver, Colorado 80209

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Pelican Acquisition Corporation,
1185 Avenue of the Americas, Suite 304,
New York, NY 10036

Texan Registered Agent LLC
5900 Balcones Drive, Suite 100
Austin, TX 78731

Greenland Exploration Limited,
104 S. Walnut Street,
Itasca, IL 60143

Registered Agents Inc.

5900 Balcones Drive STE 100

Austin, TX, 78731

March GL Company,
3400 East Bayaud Avenue, Suite 400,
Denver, CO 80209

Capital Corporate Services, Inc.

1501 S. MoPac Expy., Ste. 220

Austin, TX 78746

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities offered by this preliminary proxy statement/prospectus may not be issued until the registration statement filed with the Securities and Exchange Commission, of which this preliminary proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY - SUBJECT TO COMPLETION, DATED OCTOBER 30, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

PELICAN ACQUISITION CORPORATION

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR UP TO 35,172,375 SHARES OF COMMON STOCK AND
1,500,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF
PELICAN HOLDCO, INC.

(PELICAN HOLDCO, INC. TO BE RENAMED “GREENLAND ENERGY COMPANY” IN

CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

The board of directors of Pelican Acquisition Corporation, a Cayman Island exempted company, has approved the Agreement and Plan of Merger, dated as of September 9, 2025 (the “Business Combination Agreement”), by and among 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 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 Sub and 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 a Conversion under Part XII of the Cayman Islands Companies Act (Revised) and section 10.101–10 of the Texas Business Organizations Code (the “TBOC”), pursuant to which SPAC will discontinue as a Cayman Islands exempted company and domesticate as a Texas corporation (the “Conversion”). Upon the Conversion, each issued and outstanding SPAC security will remain outstanding and automatically represent a corresponding security of SPAC as a Texas corporation, without any action required by the holders and without any interruption or change in the rights, preferences, privileges, or limitations applicable thereto. SPAC’s governing documents will be amended and restated as provided in the Business Combination Agreement. The legal existence and continuity of SPAC will be preserved and not deemed a dissolution or liquidation.

The Mergers

Following the Conversion and on the terms and subject to the conditions of the Business Combination Agreement, SPAC Merger 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-owned subsidiary 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 and Greenland Merger, the “Mergers”). Immediately after the March GL Merger, PubCo 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. The Mergers and the other transactions contemplated by the Business Combination Agreement are collectively the “Business Combination”, and as a result of the Business Combination, PubCo will be renamed Greenland Energy Company and will become publicly traded company on the Nasdaq Stock Market LLC (“Nasdaq”).

Following the time of the Mergers (the “Closing”) of the Business Combination, the combined company will be organized in a 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 will be entitled to 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 Greenland Merger will be entitled to 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 $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 initial listing 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 of Nasdaq. SPAC Shareholders may not have certainty at the time they vote regarding whether PubCo’s securities will be listed on a national securities exchange following the Business Combination. 

Pursuant to the Business Combination Agreement, immediately prior to the SPAC Merger Effective Time, assuming the shareholders of SPAC approve the Business Combination Proposal and the Conversion Proposal, then, all outstanding Units of SPAC (each of which consists of one Ordinary Share and one Right) will separate into their individual components of SPAC Ordinary Shares and SPAC Rights (each holder of SPAC Rights shall be deemed to hold one-tenth (1/10th) of one (1) SPAC Ordinary Share for each right so held), and will cease separate existence and trading upon the consummation of the Business Combination.

After the separation, each SPAC Ordinary Share issued and outstanding immediately prior to the SPAC Merger Effective Time (other than shares to be canceled in accordance with Section 1.8 of the Business Combination Agreement and any Redemption Shares) shall, subject to the terms and conditions of the Business Combination Agreement, be automatically cancelled and converted into the right to receive one share of PubCo Common Stock.

Additionally, automatically and without any action on the part of the holder thereof, PubCo shall assume each Company Common Stock Warrant remaining outstanding and unexpired immediately prior to the SPAC Merger Effective Time and each such Company Common Stock Warrant shall become a PubCo Warrant to purchase that number of PubCo Common Stock equal to the number of shares of Company Common Stock that would have been issuable upon the exercise of such Company Common Stock Warrant upon the same terms and conditions, as set forth in the applicable warrant agreement.

Pro Forma Ownership

Assuming the conversion of all SPAC securities held by the Sponsor, directors, officers and any holders of founder shares (excluding EarlyBirdCapital, Inc.) prior to the consummation of its IPO (“SPAC Initial Shareholders”), under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemptions, and (iii) a maximum redemption scenario, immediately upon consummation of the Business Combination, as of the Closing the SPAC Initial Shareholders will own 2,390,000 shares of PubCo Common Stock, representing approximately 7%, 8%, and 9% of the issued shares of PubCo Common Stock, respectively.

The following table summarizes the pro forma ownership of PubCo securities following the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario, each on a fully diluted basis:

PIPE Investment

Pursuant to the Business Combination Agreement, during the Interim Period, SPAC and the Companies shall use their good faith efforts to obtain commitments from certain investors (the “PIPE Investors”) for a private placement of PubCo Common Stock (the “PIPE Investment”) pursuant to one or more subscription agreements pursuant to which, among other things, the PIPE Investors will agree to subscribe for and purchase shares of PubCo Common Stock, upon the terms and subject to the conditions set forth therein, on the Closing Date and immediately following the Effective Time. For the avoidance of doubt, PIPE Investment is not a condition to the Closing. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement intend to obtain the PIPE Investment, but there is no assurance that they will be able to do so and there are currently no commitments for such investment. If the parties are unable to obtain the PIPE Investment, it would result in PubCo having less capital and funds available than originally anticipated for working capital purposes after the closing of the Business Combination and could make it more difficult to obtain, or maintain, listing of PubCo’s securities on a national securities exchange.

Compensation Received by the Sponsor

The following table sets forth the payments to be received by our Sponsor and its affiliates from us prior to or in connection with the completion of the Business Combination and the securities issued and to be issued by us to our Sponsor or its affiliates:

Listing of Securities

The SPAC Units, SPAC Ordinary Shares and SPAC Rights are currently listed on the Nasdaq Global Market under the symbols “PELIU,” “PELI” and “PELIR,” respectively. PubCo intends to apply to list the PubCo Common Stock and PubCo Warrants on the Nasdaq Stock Market under the symbol “GLND” and “GLNDW” in connection with the closing of the Business Combination. SPAC cannot assure you that the PubCo Common Stock and PubCo Warrants will be approved for listing on Nasdaq.

Redemptions

Pursuant to SPAC’s Second Amended and Restated Memorandum and Articles of Association (the “SPAC Articles”), SPAC is providing its public shareholders with the opportunity at the Extraordinary General Meeting to redeem all or a portion of their SPAC Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in its Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, and subject to the limitations described herein. SPAC estimates that the per-share price at which SPAC Ordinary Shares held by the public (the “SPAC Public Shares”) may be redeemed from cash held in the Trust Account will be approximately $[   ] at the time of the Extraordinary General Meeting.

As of [   ], 2025, there was approximately $[   ] in the SPAC’s trust account of (the “Trust Account”). On [   ], 2025, the last sale price of SPAC Ordinary Shares was $[   ].

Financings

On May 21, 2023, SPAC issued an unsecured promissory note to the Sponsor, pursuant to which the Sponsor may borrow up to an aggregate principal amount of $200,000 (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due after the date on which SPAC closes an initial business combination. The Sponsor loaned SPAC $200,000 to be used, in part, for transaction costs incurred in connection with the IPO. As of the date of this prospectus/proxy statement, none was outstanding under the Promissory Note.

Conflicts of Interest

Directors and officers of SPAC may have interests in the Business Combination that are different from your interests as a shareholder. In August 2024, an aggregate of 2,875,000 insider shares were issued to our Sponsor for an aggregate contribution of $25,000. Simultaneously with the closing of the IPO, SPAC consummated the private placement (the “Private Placement”) with the Sponsor of 212,500 Units (the “Private Units”), generating total proceeds of $2,125,000. The following table sets forth information regarding directors and officers of SPAC and the Sponsor’s beneficial interests in founder shares of SPAC as at [   ], 2025:

Notes:

If SPAC does not consummate an initial business combination by August 27, 2026 (unless the business combination period is extended in accordance with the terms of the SPAC Articles, as described herein) (the “Combination Period”), it will be required to dissolve and liquidate and the securities held by the SPAC Initial Shareholders will be worthless because the SPAC Initial Shareholders have agreed to waive their rights to any liquidation distributions. The SPAC Ordinary Shares which will convert into 2,390,000 shares of PubCo Common Stock held by the Sponsor (including the shares included in the SPAC Units and the shares underlying the Private Units), will automatically convert in connection with the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $[   ] million, based upon the closing price of $[   ] per share on Nasdaq on [   ], 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of the interests of the Sponsor and the directors and officers of SPAC in securities of SPAC, the Sponsor and the directors and officers of SPAC have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of SPAC.

Moreover, prior to the IPO, SPAC issued an aggregate of 2,875,000 founder shares to the Sponsor for an aggregate purchase price of $25,000. As of the date of this prospectus, the Sponsor hold an aggregate of 2,875,000 SPAC Ordinary Shares (of which 718,750 founder shares shall be forfeited and cancelled prior to the Closing), the purchase price of which was $25,000, or approximately $0.0087 per Ordinary Share. As a result, Sponsor of SPAC will have rates of return on its respective investment which differ from the rate of return of shareholders of SPAC who purchased shares of SPAC at various other prices, including SPAC Ordinary Shares included in SPAC Units that were sold at $10.00 per Unit in the IPO. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding SPAC Ordinary Shares of SPAC will convert automatically into PubCo Common Stock. In the event the share price of PubCo Common Stock falls below the price paid by a stockholder of SPAC at the time of purchase of the SPAC Ordinary Shares by such stockholder, a situation may arise in which the Sponsor or insider of SPAC maintains a positive rate of return on its/ his/her SPAC shares while such stockholder of SPAC experiences a negative rate of return on the shares such stockholder of SPAC purchased. The securities currently owned by Sponsor will have a significantly higher value at the time of the Business Combination than at the time of purchase. For purpose of illustration, given that at Closing, the Sponsor will hold 2,390,000 SPAC Ordinary Shares (composed of 2,156,250 founder shares and 233,750 private shares), based on an estimated market price of $[   ] per SPAC Ordinary Share (i.e. being the SPAC Ordinary Share closing price on [   ], 2025, the most recent practicable date prior to the date of this proxy statement/prospectus) immediately after Closing, the aggregate value of PubCo Common Stock owned by the Sponsor would be $[   ] and the Sponsor would have a potential aggregate profit of $[   ], representing a profit of $[   ] per share of PubCo Common Stock, whereas other public stockholders of SPAC would only have a profit of $[   ] per share of PubCo Common Stock.

As a result of the interests of the Sponsor in the securities of SPAC, the Sponsor will benefit from the completion of the Business Combination and therefore may be incentivized to complete the Business Combination even if it is with a less favorable target company or on terms less favorable to stockholders of SPAC, rather than liquidate. They may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect the initial business combination of SPAC. See “Proposal No. 1. - The Business Combination Proposal - Interests of Certain Persons in the Business Combination.”

Fairness Opinion

The SPAC Board has determined (i) that the terms and conditions of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable, fair to and in the best interests of, SPAC and its stockholders, and (ii) to recommend that the stockholders approve the transactions contemplated by the Business Combination Agreement, including the Business Combination. SPAC obtained a fairness opinion provided by EntrepreneurShares LLC (“ERShares”) stating that, as of the date of such opinion, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on review undertaken, and other matters considered by ERShares in preparing such opinion, the aggregate consideration to be paid in the Business Combination Agreement is fair from a financial point of view to SPAC. The SPAC Board also believed that the officers and directors of SPAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

This proxy statement/prospectus provides shareholders of SPAC with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of SPAC. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in THE SECTION ENTITLED “Risk Factors” beginning on page 50 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [  ], 2025 and is first being mailed to the SPAC Shareholders on or about [  ], 2025.

PELICAN ACQUISITION CORPORATION
A CAYMAN ISLANDS EXEMPTED COMPANY
1185 AVENUE OF THE AMERICAS, SUITE 304

NEW YORK, NY 10036

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [   ], 2025

TO THE SHAREHOLDERS OF PELICAN ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Pelican Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) will be held virtually at https://                    at       a.m., Eastern Time, on      , 2025. To better meet practical needs, we have determined that the Extraordinary General Meeting will be a virtual meeting conducted exclusively via live webcast. You will be able to attend the Extraordinary General Meeting online, vote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting https://                    . The meeting webcast will begin promptly at       a.m., Eastern Time. We encourage you to access the meeting prior to the start time, and you should allow ample time for the check-in procedures. Because the Extraordinary General Meeting will be a completely virtual meeting, there will be no physical location for shareholders to attend. If you are a beneficial owner of SPAC Ordinary Shares held in street name and wish to attend the Extraordinary General Meeting, you will need to follow the instructions on your voting instruction form provided by your bank, broker or other organization that holds your SPAC Ordinary Shares.

The Extraordinary General Meeting will be held to consider and vote upon the following proposals:

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The approval the Conversion Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued SPAC Ordinary Shares present virtually or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. The approval of each of the Business Combination Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented at the Extraordinary General Meeting, requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued SPAC Ordinary Shares present virtually or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter.

SPAC is providing the proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. The Sponsor, which owns approximately 25.73% of the outstanding SPAC Ordinary Shares as of the Record Date, has agreed to vote its SPAC Ordinary Shares in favor of the Business Combination Proposal and Conversion Proposal, which transactions comprise the Business Combination, and intends to vote for the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal and the Incentive Plan Proposal, although there is no agreement in place with respect to voting on those latter proposals.

As of the date of this prospectus/proxy statement, SPAC has not entered into any agreement, arrangement, or understanding, including any payments, between the Sponsor and unaffiliated security holders of SPAC regarding the redemption of outstanding securities of SPAC. 

Only holders of record of SPAC Ordinary Shares at the close of business on      , 2025 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to SPAC’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of SPAC’s shareholders are urged to read this proxy statement/prospectus, including the annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 50 of this proxy statement/prospectus.

After careful consideration, the board of directors of SPAC has unanimously approved the Business Combination, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the Business Combination, and “FOR” all other Proposals presented to SPAC’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these Proposals by the board of directors of SPAC, you should keep in mind that SPAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to its Second Amended and Restated Memorandum and Articles of Association, SPAC is providing its public shareholders with the opportunity to redeem all or a portion of their SPAC Ordinary Shares in connection with the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding SPAC Public Shares. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold without our prior consent.

Holders must complete the procedures for electing to redeem their SPAC Public Shares in the manner described herein prior to 5:00 p.m., Eastern Time, on      , 2025 (two business days before the Extraordinary General Meeting) in order for their shares to be redeemed.

Holders of SPAC Units must elect to separate the SPAC Units into the underlying SPAC Ordinary Shares and SPAC Rights prior to exercising redemption rights with respect to the SPAC Public Shares. If holders hold their SPAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the SPAC Units into the underlying SPAC Ordinary Shares and SPAC Rights, or if a holder holds SPAC Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, SPAC’s transfer agent (the “Transfer Agent”), directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its SPAC Public Shares. Public shareholders may elect to redeem SPAC Public Shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the SPAC Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the SPAC Public Shares that it holds and timely delivers its shares to the Transfer Agent, SPAC will redeem such SPAC Public Shares for a per-share price, payable in cash, equal to the pro rata portion of Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the Trust Account and not previously released to SPAC to pay its taxes or for permitted withdrawals, divided by the number of then outstanding SPAC Public Shares.

Pelican Sponsor LLC, a Delaware limited liability company (our “Sponsor”), and SPAC’s officers and directors have agreed to waive their redemption rights with respect to any SPAC Ordinary Shares they may hold in connection with the consummation of the Business Combination.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The Business Combination will be consummated only if the other Proposals are approved at the Extraordinary General Meeting. Each of the Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus, and the Governing Documents Advisory Proposals are being submitted for approval on a non-binding advisory basis.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting virtually, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting virtually and wish to vote, you may withdraw your proxy and vote virtually.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein.

By order of the Board of Directors,

The accompanying proxy statement/prospectus is dated [ ], 2025 and is first being mailed to shareholders on or about [ ], 2025.

TABLE OF CONTENTS

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable Law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

MARKET AND INDUSTRY DATA

The market data and certain other statistical information included in this proxy statement/prospectus are based on a variety of sources, including independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this proxy statement/prospectus, based on management’s knowledge and experience, we believe that these third-party sources are reliable and that the third-party information included in this proxy statement/prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this proxy statement/prospectus.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. These forward-looking statements include statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, and the financial conditions, results of operations, earnings, outlook and prospects of SPAC, PubCo or the Companies and may include statements for the period following the consummation of the Business Combination. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this proxy statement/prospectus are based on the current expectations of the management of SPAC, PubCo and the Companies and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of any such statement. There can be no assurance that future developments will be those that have been anticipated. The forward-looking statements contained in this proxy statement/prospectus involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” and the following:

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of SPAC, the Companies or PubCo prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements contained in this proxy statement/prospectus. Accordingly, you should not place undue reliance on these forward-looking statements in deciding how to vote your shares on the proposals set forth in this proxy statement/prospectus.

Except to the extent required by applicable Law or regulation, SPAC, the Companies and PubCo undertake no obligation to update the forward-looking statements contained herein to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF SPAC

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that may be important to SPAC’s shareholders. We urge shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held virtually at https://[                    ] on [   ], 2025 at [   ], Eastern Time.

Upon complete of the Mergers, the holders of March GL Common Stock will receive an aggregate of 20,000,000 shares of PubCo Common Stock, and the holders of Greenland Common Stock will receive an aggregate of 1,500,000 shares of PubCo Common Stock. The total merger consideration equals $215 million, based on a value of $10.00 per share.

This document constitutes a proxy statement of SPAC. It is a proxy statement because the board of directors of SPAC is soliciting proxies using this proxy statement/prospectus from its shareholders. See “The Business Combination Proposal”.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Conversion Proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal, and the Incentive Plan Proposal and, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the approval of the Governing Documents Advisory Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the SPAC shareholders for a vote. For the avoidance of doubt, if put forth at the Extraordinary General Meeting, the Adjournment Proposal will be the first and only proposal voted on and the other Proposals will not be submitted to the shareholders for a vote.

The Conversion Proposal: The approval of the Conversion Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the SPAC Ordinary Shares present virtually or represented by proxy at the Extraordinary General Meeting and entitled to vote on such matter. SPAC shareholders must approve the Conversion Proposal in order for the Business Combination to occur. If SPAC shareholders fail to approve the Conversion Proposal, the Business Combination will not occur. Pursuant to the Sponsor Letter Agreement, the Sponsor and the Insiders have agreed to vote SPAC Ordinary Shares representing approximately 25.73% of the aggregate voting power of the SPAC Ordinary Shares in favor of the Conversion Proposal.

The Governing Documents Proposal: The approval of the Governing Documents Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the SPAC Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. SPAC shareholders must approve the Governing Documents Proposal in order for the Business Combination to occur. If SPAC shareholders fail to approve the Governing Documents Proposal, the Business Combination will not occur.

The Governing Documents Advisory Proposals: The approval of any of the Governing Documents Advisory Proposals requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the SPAC Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. The Governing Documents Advisory Proposals are not required by Cayman Islands Law or Texas Law, but pursuant to SEC guidance, SPAC is required to submit these provisions to its shareholders for approval as an ordinary resolution. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on SPAC or the board of directors of SPAC. Furthermore, the Business Combination is not conditioned on the approval of the Governing Documents Advisory Proposals.

The Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the SPAC Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. SPAC shareholders must approve the Stock Issuance Proposal in order for the Business Combination to occur. If SPAC shareholders fail to approve the Stock Issuance Proposal, the Business Combination will not occur.

The Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the SPAC Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. b shareholders must approve the Incentive Plan Proposal in order for the Business Combination to occur. If SPAC shareholders fail to approve the Incentive Plan Proposal, the Business Combination will not occur.

The Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of at least a majority of the votes cast by the holders of the SPAC Ordinary Shares present virtually or represented by proxy and entitled to vote on such matter. The Adjournment Proposal is not conditioned upon any other proposal. If put forth at the Extraordinary General Meeting, the Adjournment Proposal will be the first and only proposal voted on and the other Proposals will not be submitted to the shareholders for a vote.

None of the proposals are conditioned on the approval of at least a majority of the unaffiliated security holders of SPAC.

The existence of financial and personal interests of one or more of SPAC’s insiders may result in a conflict of interest on the part of such insiders between what such insider may believe is in the best interests of SPAC and its shareholders and what such insider may believe is best for themselves in determining to recommend that shareholders vote for the proposals. SPAC’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as an SPAC shareholder. The SPAC Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the SPAC shareholders to vote in favor of the Business Combination Proposal and the other proposals to be presented at the Extraordinary General Meeting. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

SPAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. On May 27, 2025, SPAC completed its IPO and a private placement, generating gross proceeds of $75,000,000. On May 28, 2025, the underwriters notified SPAC of their exercise of the over-allotment option in full. A total of $86,250,000 of the net proceeds from the sales of Units in the IPO, and the Private Placement. Since the IPO, SPAC’s activity has been limited to the evaluation of business combination candidates.

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. SPAC believes that uniting Greenland’s resource portfolio with March GL’s operational excellence, the PubCo will be uniquely positioned to drive responsible growth, accelerate economic diversification in Greenland, and advance strategic priorities for the United States and our allied partners.

The SPAC Board has approved the proposed Business Combination.

Based on its due diligence investigation of Greenland and March GL, and the industry in which they operates, including the financial and other information provided by the parties in the course of negotiations in connection with the Business Combination Agreement, SPAC believes that the Business Combination with Greenland and March GL will provide SPAC shareholders with an opportunity to participate in the ownership of a company with significant growth potential.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the SPAC Public Shares. Accordingly, all SPAC Public Shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

If you are a holder of SPAC Public Shares and wish to exercise your redemption rights, you must demand that SPAC redeem your SPAC Public Shares for cash no later than 5:00 p.m., Eastern Time on,      , 2025 by delivering your share certificates (if any), and other redemption forms to the Transfer Agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Extraordinary General Meeting. Holders of Units must elect to separate the underlying SPAC Public Shares prior to exercising redemption rights with respect to the SPAC Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into underlying SPAC Public Shares, or if a holder holds Units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so. Any holder of SPAC Public Shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $[   ], or $[   ] per share, as of [   ], 2025). Such amount, including interest earned on the funds held in the Trust Account and not previously released to SPAC for permitted withdrawals or to pay its taxes, if any, will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in the Trust Account could become subject to the claims of SPAC’s creditors, if any, which could have priority over the claims of SPAC’s public shareholders, regardless of whether such public shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the Extraordinary General Meeting.

If a holder of SPAC Public Shares properly makes a request for redemption and the certificates for the SPAC Ordinary Shares (if any) along with the redemption forms are delivered as described to the Transfer Agent as described herein, then, if the Business Combination is consummated, SPAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. The redemption will take place before the Conversion and, accordingly, if you exercise your redemption rights, then you will be exchanging your SPAC Ordinary Shares for cash.

Any request to redeem SPAC Public Shares, once made, may be withdrawn at any time, with SPAC’s consent, until the closing of the Business Combination. If SPAC receives valid redemption requests from holders of SPAC Public Shares prior to the redemption deadline, SPAC may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. SPAC may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of SPAC Public Shares delivered its SPAC Public Shares for redemption to the Transfer Agent and decides within the required timeframe not to exercise its redemption rights, it may request that the Transfer Agent return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

Following the completion of the SPAC Merger, Greenland Merger Sub will merge with and into Greenland with Greenland being the surviving corporation, and as a result of the Greenland Merger, each share of Greenland Common Stock issued and outstanding immediately prior to the Greenland Merger Effective Time will be converted into the right to receive one share of PubCo Common Stock.

Immediately following the consummation of the Greenland Merger, March GL Merger Sub will merge with and into March GL with March GL being the surviving corporation, and, as a result of the March GL Merger, each share of March GL Common Stock issued and outstanding immediately prior to the March GL Merger Effective Time will be converted into the right to receive pro-rata number of an aggregate 20,000,000 share(s) of PubCo Common Stock.

Immediately following the consummation of the March GL Merger, PubCo will contribute 100% of the March GL Common Stock received pursuant to the March GL Merger to Greenland, with March GL becoming a wholly owned subsidiary of Greenland.

PubCo will apply to list PubCo Common Stock and PubCo Warrants on Nasdaq. It is a closing condition to consummate the Business Combination that the PubCo Common Stock and PubCo Warrants are approved for listing on Nasdaq. The parties believe that PubCo will satisfy the initial listing requirements of Nasdaq at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by the parties.

SPAC cannot predict how many SPAC Public Shares will be redeemed. As a result, SPAC is presenting three different redemption scenarios with respect to the SPAC Public Shares, each of which presents a different allocation of total PubCo equity following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of PubCo under each of: (1) the No Redemption Scenario; (2) the 50% Redemption Scenario; and (3) the Maximum Redemption Scenario.

The first table excludes the dilutive effect of: the PubCo Warrants. The second table includes the dilutive effect of PubCo Warrants.

The following table illustrates the potential impact of redemptions on the per share value of the shares owned by non-redeeming SPAC shareholders:

For more information, please see the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities.”

Following the consummation of the Business Combination, PubCo’s future liquidity position will depend on many factors, including but not limited to (i) the number of shares redeemed in connection with the Business Combination and (ii) the sources of funding available for general corporate and working capital purposes.

Set forth below is a calculation of the estimated net cash to be received by PubCo from the Trust Account in three (3) redemption scenarios: (a) no redemption scenario, (b) 50% redemption scenario, and (c) maximum redemption scenario. The calculations assume (i) a redemption price of approximately $10.07 per share, based on cash held in the Trust Account as of July 31, 2025, and (ii) aggregate transaction expenses 

The foregoing table assumes no PIPE Financing. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement intend to obtain PIPE Financing, but there is no assurance that they will be able to do so and there are currently no commitments for such investment.

The following table illustrates the net tangible book value, as adjusted, to SPAC shareholders and increase in net tangible book value to SPAC shareholders, excluding the effects of the Business Combination transaction itself.

The following table illustrates what the valuation of the PubCo would need to equal in order for the non-redeeming stockholders’ interest per share to be at least the $10.00 IPO price per share under each scenario below

These interests may influence our directors in making their recommendations that you vote in favor of the approval of the Business Combination. For more information, see “The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

In the event of significant redemptions, with fewer SPAC Public Shares and public shareholders, the trading market for PubCo Common Stock may be less liquid than the market for SPAC Ordinary Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for a stock exchange.

If you are a shareholder of record of SPAC as of the Record Date, you may submit your proxy before the Extraordinary General Meeting in any of the following ways, if available:

If you are a shareholder of record of SPAC as of the Record Date, you may also cast your vote at the Extraordinary General Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares.

“Street name” shareholders who wish to vote at the Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are an SPAC shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Conversion proposal, the Governing Documents Proposal, the Governing Documents Advisory Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the proposals.

If you are a shareholder of record of SPAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Pelican Acquisition Corporation, 1185 Avenue of the Americas, Suite 304, New York, NY 10036, and it must be received at any time before the vote is taken at the Extraordinary General Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. Eastern Time on,      , 2025, or by voting at the Extraordinary General Meeting. Simply attending the Extraordinary General Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your SPAC Ordinary Shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

If you have questions about the proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact SPAC’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free: 1-877-870-8565
Brokers call: 1-206-870-8565
Email: ksmith@advantageproxy.com

You may also obtain additional information about SPAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”