UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from to
Commission File No.
(Exact Name of Registrant as Specified in Its Charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Telephone: (
(Registrant’s Telephone Number, Including Area Code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of August 13, 2026, the Registrant had shares of Common Stock outstanding.
TABLE OF CONTENTS
i
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Greenland Energy Company (“Greenland Energy,” the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our business strategy, exploration plans, drilling activities, expected timing of operations, capital requirements, liquidity, financing plans, use of proceeds, regulatory approvals, contractor engagement, equipment procurement and mobilization, resource potential, market conditions, public company costs, and other statements that are not historical facts.
Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these words.
These forward-looking statements are based on current expectations, estimates, assumptions and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to: risks relating to our limited operating history; our exploration-stage status; our ability to obtain sufficient financing; our ability to execute our exploration program on the expected timeline or at the expected cost; geological and technical uncertainties inherent in oil and gas exploration; the absence of proved reserves or production revenues; commodity price volatility; regulatory, permitting, environmental and political risks associated with operations in Greenland; Arctic operating and logistics risks; reliance on third-party contractors, advisors and service providers; public company costs and compliance obligations; our ability to maintain Nasdaq listing requirements; volatility in the trading price of our securities; and the other risks and uncertainties described under “Risk Factors” in our Registration Statement on Form S-1, as amended, and in our other filings with the Securities and Exchange Commission. The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes hereto included in Item 1 of this Quarterly Report. Should one or more of these risk or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. You should not place undue reliance on any forward-looking statements.
Forward-looking statements speak only as of the date they are made. This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report except as may be required by law.
ii
PART I - FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
GREENLAND ENERGY COMPANY
Index to Condensed Consolidated Financial Statements
1
Greenland Energy Company
Condensed Consolidated Balance Sheets
| June 30, 2026 (Unaudited) |
December 31, 2025 (Unaudited) |
|||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets | ||||||||
| Oil and natural gas properties, full cost method | ||||||||
| Prepaid exploration costs and deposits | ||||||||
| Property and equipment, net | ||||||||
| Total Noncurrent Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, $ par value per share; shares authorized; shares issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Common stock, $ par value per share; shares authorized; and shares issued and outstanding as of June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( |
) | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
2
Greenland Energy Company
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 |
June 30, 2025 |
June 30, 2026 |
June 30, 2025 |
|||||||||||||
| Revenue | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating expenses | $ | $ | $ | $ | ||||||||||||
| Depreciation | ||||||||||||||||
| Total expenses | ||||||||||||||||
| Other income/(expense), net | $ | $ | $ | $ | ||||||||||||
| Net loss before income taxes | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income taxes | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Basic and diluted – Class A common stock | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
Greenland Energy Company
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
Three and Six Months Ended June 30, 2026 and 2025
| Common Stock | Additional Paid-In |
Subscription | Accumulated | Total | ||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Equity | |||||||||||||||||||
| Balance — December 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Reverse recapitalization: | ( |
) | ||||||||||||||||||||||
| As adjusted, beginning of period | ( |
) | ( |
) | ||||||||||||||||||||
| Subscription receivable collected | ||||||||||||||||||||||||
| Stock issuances for cash | ||||||||||||||||||||||||
| Business Combination conversion, net of transaction cost | ||||||||||||||||||||||||
| Net loss for the period | - | ( |
) | ( |
) | |||||||||||||||||||
| Balance — March 31, 2026 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Cancellation of fractional shares | ( |
) | ||||||||||||||||||||||
| Common stock issued in settlement of related-party liability | ||||||||||||||||||||||||
| Common stock issued to vendors for services | ||||||||||||||||||||||||
| Issuance of common stock for cash, net | ||||||||||||||||||||||||
| Stock based compensation for directors | - | |||||||||||||||||||||||
| Net loss for the period | - | ( |
) | ( |
) | |||||||||||||||||||
| Balance — June 30, 2026 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Common Stock | Additional Paid-In |
Subscription | Accumulated | Total | ||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Deficit | Equity | |||||||||||||||||||
| Balance — December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net loss for the period | - | |||||||||||||||||||||||
| Balance — March 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Stock issuances for cash - adjusted for reverse recapitalization | ||||||||||||||||||||||||
| Net loss for the period | - | ( |
) | ( |
) | |||||||||||||||||||
| Balance — June 30, 2025 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Greenland Energy Company
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| June 30, 2026 |
June 30, 2025 |
|||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Common stock issued for vendor services | ||||||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( |
) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | $ | ( |
) | $ | ( |
) | ||
| Cash flows from investing activities | ||||||||
| Additions to oil and natural gas properties, full cost method | ( |
) | ||||||
| Prepaid exploration costs and deposits | ( |
) | ( |
) | ||||
| Purchases of property and equipment | ( |
) | ||||||
| Net cash used in investing activities | $ | ( |
) | $ | ( |
) | ||
| Cash flows from financing activities | ||||||||
| Collection of subscription receivable | ||||||||
| Proceeds from issuance of common stocks, net | ||||||||
| Payment to related party | ( |
) | ||||||
| Proceeds from business combination with Pelican | ||||||||
| Payment of transaction costs | ( |
) | ||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents — beginning of period | ||||||||
| Cash and cash equivalents — end of period | $ | $ | ||||||
| Supplemental disclosures of Cash Flow Information: | ||||||||
| Cash paid during the year for interest | ||||||||
| Cash paid during the year for income taxes | ||||||||
| Supplemental Non-Cash Information: | ||||||||
| Common stock issued in settlement of related-party liability | ||||||||
See accompanying notes to condensed consolidated financial statements.
5
Greenland Energy Company
Notes to Condensed Consolidated Financial Statements
1. Nature of Operations and Organization
Greenland Energy Company (the “Company”, “we”, “our”, “Greenland”) formerly known as Pelican Holdco, Inc. was incorporated on September 5, 2025 under the laws of the State of Texas and was formed solely for the purpose of completing the transactions contemplated by the Agreement and Plan of Merger, dated September 9, 2025 (“Business Combination Agreement”), as amended from time to time, by and among the Company, Pelican Acquisition Corporation, a Cayman Islands exempted company (“Pelican”), Pelican Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of the Company, Greenland Exploration Limited, a Texas corporation (“Greenland Exploration”), Greenland Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of the Company., March GL Company, a Texas corporation (“March GL”) and March GL Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of the Company.
On March 25, 2026, the parties completed the business combination as contemplated by the Business Combination Agreement (“Business Combination”) resulting in Pelican, Greenland Exploration and March GL becoming wholly-owned subsidiaries of the Company. The Company and its wholly-owned subsidiaries (collectively, “Greenland Energy”) are focused on the advancement and development of its oil and gas exploration activities in the territory of Greenland. The Company has selected December 31 as its fiscal year-end and following the closing of the business combination, the Company’s common stock began trading on The Nasdaq Global Market under the symbol “GLND.”
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission, or the SEC. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, changes in stockholders’ equity and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year or for any future period. The December 31, 2025 condensed balance sheet was derived from the audited financial statements of March GL, the predecessor entity and accounting acquirer in the Business Combination.
The comparative unaudited condensed consolidated statements of operations, stockholders’ equity and cash flows for the three and six months ended June 30, 2025 reflect the historical results and cash flows of March GL, as the accounting predecessor, and have been retrospectively adjusted, where applicable, to reflect the exchange ratio established in the Business Combination.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Prospectus dated April 27, 2026 and April 29, 2026, after the Registration Statement on Form S-1, as amended (File No. 333-294995) was declared effective on April 27, 2026, which includes the financial statements of March GL, Greenland Exploration and Pelican.
6
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported total assets, total liabilities, stockholders’ equity, net loss or cash flows.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances between the Company and its subsidiaries 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.
Oil and Natural Gas Properties — Full Cost Method
The Company follows the full cost method of accounting for its oil and natural gas exploration and development activities in accordance with Rule 4-10(c) of Regulation S-X. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and natural gas properties are capitalized. The Company currently maintains Greenland as its sole oil and natural gas cost center.
Capitalized costs include property acquisition costs, geological and geophysical costs, costs of carrying and retaining undeveloped properties, costs of drilling and equipping exploratory wells, including unsuccessful exploratory wells, development costs, and the costs of equipment and facilities used in the Company’s oil and natural gas exploration and development activities. Internal costs are capitalized only to the extent they are directly identified with acquisition, exploration or development activities conducted by or for the Company. General corporate overhead, public-company costs and administrative costs that are not directly attributable to oil and natural gas acquisition, exploration or development activities are expensed as incurred.
Costs associated with unproved properties and major development projects are excluded from the depletion base until the properties are evaluated, proved reserves are established, or impairment is otherwise indicated. The Company evaluates its unproved properties periodically for evidence of impairment, considering factors such as the remaining term of the applicable exploration license, the results of exploration activities, planned future operations, and the Company’s intention and ability to continue evaluating the properties. Costs determined to be impaired are transferred to the full cost pool and become subject to depletion.
Upon the establishment of proved oil and natural gas reserves and the commencement of production, capitalized costs included in the full cost pool, together with estimated future development and abandonment costs, net of estimated salvage values, will be depleted using the unit-of-production method based on proved reserves. As of June 30, 2026, the Company had no proved oil and natural gas reserves and had not commenced production. Accordingly,
7
The net capitalized costs of oil and natural gas properties are subject to a quarterly full cost ceiling test. Under the ceiling test, capitalized costs, net of accumulated depletion and related deferred income taxes, may not exceed the present value of estimated future net revenues from proved reserves, discounted at 10%, plus the cost of unproved properties not subject to depletion and certain other permitted adjustments, net of related income tax effects. If net capitalized costs exceed the applicable ceiling, the excess is recognized as an impairment expense and may not subsequently be restored.
Sales or other dispositions of oil and natural gas properties are generally accounted for as adjustments to capitalized costs, with no gain or loss recognized, unless the disposition would significantly alter the relationship between capitalized costs and proved reserves attributable to the applicable cost center.
Prepaid Exploration Costs
Amounts paid in advance for oil and natural gas exploration-related goods or services are recorded as prepaid exploration costs until the related goods or services are received. Upon receipt, such amounts are transferred to oil and natural gas properties to the extent they qualify for capitalization under the Company’s full cost accounting policy. Amounts relating to general corporate, financing, public-company or other nonqualifying activities are expensed as incurred.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets once the assets are placed in service. Expenditures for maintenance and repairs are expensed as incurred, while expenditures that materially extend the useful life of an asset or improve its functionality are capitalized. Upon retirement or disposal, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the condensed consolidated statements of operations.
Stock-Based Compensation
The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation—Stock Compensation. Equity-classified awards granted to employees, officers and nonemployee directors are measured at fair value on the grant date. Compensation cost is recognized over the requisite service period, generally the vesting period, using the straight-line attribution method for awards containing only service-based vesting conditions. The Company accounts for forfeitures as they occur.
Restricted stock units are measured using the quoted market price of the Company’s common stock on the grant date. The fair value of stock options is estimated using the Black-Scholes option-pricing model, which requires management to make assumptions regarding expected volatility, expected term, risk-free interest rate and expected dividend yield. Because the Company had limited company-specific trading history, expected volatility was estimated using information from comparable publicly traded companies. The expected term was estimated using the simplified method because the Company lacked sufficient historical exercise data.
Foreign Currency Remeasurement
The Company’s reporting currency and functional currency is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at the applicable exchange rate in effect at the balance sheet date. Nonmonetary assets and liabilities are remeasured using historical exchange rates, as applicable. Foreign currency transaction gains and losses resulting from the settlement or remeasurement of foreign currency-denominated transactions are recognized in earnings in the period in which they arise and are included in other income (expense), net in the condensed consolidated statements of operations.
Cash and Cash Equivalents
The Company considers all highly
liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash at financial
institutions which may at times exceed federally insured amounts. The Company has not experienced any losses in such accounts and believes
it is not exposed to any significant credit risk on our cash and cash equivalents. The Company did
8
Emerging Growth Company
The Company is an emerging growth company and has elected to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies. Accordingly, the Company may adopt new or revised accounting standards on the timeline applicable to private companies, and its financial statements may not be comparable to those of companies that comply with public company effective dates.
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 June 30, 2026, the CODM does not review discrete profitability measures or operating results by geographic area or activity. There are no other significant expenses reviewed by the CODM and not disclosed above.
Risks and Uncertainties
The Company is subject to risks and uncertainties common to companies in the oil and gas exploration industry, including, but not limited to, risks associated with exploration and development activities, the ability to obtain required permits and approvals, availability and cost of drilling services and equipment, commodity price volatility, access to capital, dependence on third-party contractors and service providers, environmental and regulatory matters, operations in remote geographic locations, and the successful execution of the Company’s business plan.
The Company’s operations and financial results may also be affected by general economic conditions, changes in capital markets, inflation, interest rates, geopolitical developments, regulatory changes, and other factors outside of the Company’s control.
3. Business Combination Accounting
The Company accounted for the Business Combination of the Company, Pelican, Greenland Exploration and March GL under ASC 805, Business Combinations, and related guidance and determined that March GL is the accounting acquirer. Accordingly, the historical financial statements of the Company for periods prior to the closing of the Business Combination reflect the historical financial statements of March GL, with March GL’s assets, liabilities and results of operations reflected at historical carrying values.
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, Greenland, Pelican, Greenland Exploration and the related merger subsidiaries were treated as the acquired entities for financial reporting purposes. The transaction was treated as the equivalent of March GL issuing equity for the net assets of Greenland, Pelican and Greenland Exploration, accompanied by a recapitalization. Accordingly, no goodwill or other intangible assets were recognized.
9
Following the closing of the Business Combination, Greenland became the successor SEC registrant and publicly traded parent company. The condensed consolidated financial statements following the closing include the accounts of Greenland Energy Company and its consolidated subsidiaries. Common shares and per-share amounts for periods prior to the Business Combination have been retrospectively adjusted, where applicable, to reflect the exchange ratio established in the Business Combination.
In connection with the Business Combination, the Company incurred approximately
$
Transaction costs directly attributable to the recapitalization were recorded as a reduction of additional paid-in capital to the extent of proceeds received, while costs not directly attributable to the equity issuance or recapitalization were expensed as incurred.
The elements of the business combination as reported in the condensed consolidated statements of stockholders’ equity consist of:
| Pelican shares, post redemption | ||||
| Sponsor shares | ||||
| Shares issued to Greenland Exploration | ||||
| Legacy March GL shares | ||||
| Other share activity | ||||
| Total |
4. Certain Balance Sheet Items
Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and Dec. 31, 2025
|
As of June 30, |
As of Dec. 31, 2025 |
|||||||
| Current assets: | ||||||||
| Prepaid insurance | $ | $ | ||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| Non-current assets: | ||||||||
| Prepaid exploration costs | ||||||||
| Deposit on equipment | ||||||||
| Total prepaid exploration and deposits | $ | $ | ||||||
Prepaid insurance primarily relates to insurance policies purchased in connection with the Company’s operations as a public company and is amortized over the related policy period.
10
Prepaid exploration costs represent amounts paid in advance for exploration-related goods and services. Such amounts are classified as non-current based on the expected timing of receipt or utilization in connection with the Company’s exploration program. Upon receipt of the underlying goods or services, these amounts are transferred to oil and natural gas properties to the extent they qualify for capitalization under the Company’s full cost accounting policy. Amounts that do not qualify for capitalization are expensed as incurred.
Deposits on equipment represent advance payments made to vendors for equipment expected to be used in the Company’s exploration activities. Such deposits are classified as non-current based on the expected timing of delivery and utilization of the related equipment.
5. Oil and Natural Gas Properties
Oil and natural gas properties accounted for under the full cost method consisted of the following as of June 30, 2026:
| As of June 30, 2026 |
||||
| Oil and natural gas properties and exploration costs | $ | |||
| Less: accumulated depletion and impairment | ||||
| Oil and gas properties, net | $ | |||
As of June 30, 2026, all of the Company’s capitalized oil and natural gas property costs related to its Greenland cost center and were classified as unevaluated costs excluded from the depletion base. The Company had not established proved reserves or commenced production as of June 30, 2026. Accordingly,
Capitalized costs principally consisted of costs directly associated with the planning, procurement, mobilization and preparation of the Company’s exploration program, including qualifying equipment, logistics, technical services and other exploration-related expenditures.
6. Property and Equipment, net
| As of June 30, 2026 |
||||
| Office furniture and equipment | $ | |||
| Less: accumulated depreciation | ( |
) | ||
| Property and equipment, net | $ | |||
Depreciation expense was $
7. Accounts payable and accrued expenses
Accounts payable primarily consist of vendor invoices and costs incurred in connection with the Company’s business combination, public company activities, and pre-exploration-related activities. Accounts payable and accrued expenses primarily consist of legal, accounting, audit, advisory and other professional service costs incurred but not yet paid as of June 30, 2026 and Dec. 31, 2025.
11
8. Related Party Transactions
As of March 31, 2026, the Company had aggregate amounts due to related parties of $
During the three months ended June 30, 2026, the Company fully settled these balances through cash payments of $
Following these settlements, no amounts remained due to related parties as of June 30, 2026.
9. Stockholders’ Equity
As of June 30, 2026, the Company is authorized to issue shares of common stock, par value $ per share, and shares of preferred stock, par value $ per share. As of June 30, 2026, shares of common stock were issued and outstanding, and shares of preferred stock were issued and outstanding.
During the six months ended June 30, 2026, prior to the closing of the Business Combination, March GL Company collected $
During the three months ended
June 30, 2026, the Company completed a registered public offering of shares of common stock and
During the three months ended June 30, 2026, the Company issued shares of common stock in partial settlement of an existing related-party liability, (see Note 8).
During the three months ended June 30, 2026, the Company issued shares of common stock to an unrelated third-party vendor in consideration for services rendered. The shares had an aggregate fair value of $, which was recognized as an operating expense.
During the three months ended June 30, 2026, the Company also issued shares of common stock to an unrelated third-party vendor in consideration for services rendered. The shares had an aggregate fair value of $, which was recognized as an operating expense based on the nature of the underlying services.
As of June 30, 2026, the
12
2026 Omnibus Incentive Plan
Effective March 25, 2026, the Company adopted the Greenland Energy Company 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and other cash-based awards to eligible employees, officers, nonemployee directors and consultants.
An aggregate of shares of the Company’s common stock were initially reserved for issuance under the 2026 Plan. Beginning in calendar year 2027, the number of shares reserved for issuance under the 2026 Plan will automatically increase on the first trading day of each calendar year by an amount equal to 5% of the Company’s outstanding common stock as of the last day of the preceding calendar year, unless the administrator determines that the increase will be reduced or that no increase will occur for that year.
As of June 30, 2026, awards covering an aggregate of shares had been granted under the 2026 Plan, consisting of options to purchase
The Company accounts for its stock-based awards in accordance with ASC Topic 718, as described in Note 2—Summary of Significant Accounting Policies.
Restricted Stock Units
During April 2026, the Company granted an aggregate of restricted stock units (“RSUs”) to certain executive officers and nonemployee directors. Each RSU represents a contingent right to receive one share of the Company’s common stock upon settlement.
Except for the accelerated award described below, the RSUs vest in full on May 1, 2027, subject to the participant’s continued service through the vesting date. Holders of unvested RSUs have no voting or other stockholder rights with respect to the underlying shares.
On June 5, 2026, in connection with the resignation of a former director, the Company accelerated the vesting of 10,000 RSUs. The Company recognized the compensation cost associated with those RSUs during the three months ended June 30, 2026. The underlying common shares had not been issued as of June 30, 2026 and, accordingly, were not included in the Company’s issued and outstanding common shares as of that date.
The modification resulted in the recognition of approximately $
A summary of RSU activity for the six months ended June 30, 2026 is as follows:
| Number of RSUs |
Weighted-average grant-date fair value |
|||||||
| Unvested at Dec. 31, 2025 | ||||||||
| Granted | $ | |||||||
| Vested | ) | $ | ||||||
| Forfeited | ||||||||
| Unvested at June 30, 2026 | $ | |||||||
As of June 30, 2026, unrecognized compensation cost related to unvested RSUs was approximately $1.1 million, which is expected to be recognized over a weighted-average remaining service period of approximately years.
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Stock Options
On April 29, 2026, the Company granted nonqualified stock options to certain executive officers and nonemployee directors to purchase an aggregate of shares of common stock. Of these options, remained subject to their original service-based vesting conditions as of June 30, 2026, and options were modified and accelerated in connection with the resignation of a former director, as described below.
The weighted-average grant-date fair value of the options that remained subject to their original vesting terms was approximately $ per option, resulting in an aggregate grant-date fair value of approximately $ million.
On June 5, 2026, the Company modified and accelerated the vesting of options held by a former director. The modified options were measured at fair value on the modification date based on their remaining 90-day exercise period. The Company recognized approximately $ of compensation expense related to the modified options during the three months ended June 30, 2026.
The options have an exercise price of $
On June 5, 2026, in connection with the resignation of a former director, the Company accelerated the vesting of options to purchase shares of common stock. These options were fully vested and exercisable as of June 30, 2026.
The weighted-average assumptions used to estimate the grant-date fair value of the stock options granted during the six months ended June 30, 2026 were as follows:
| Assumption | April 29, 2026 grants |
|||
| Market price of common stock | $ | |||
| Exercise price | $ | |||
| Expected term | years | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Weighted-average grant-date fair value | $ | |||
A summary of stock-option activity for the six months ended June 30, 2026 is as follows:
| Number of options |
Weighted-average exercise price |
Weighted-average remaining contractual term |
Aggregate intrinsic value |
|||||||||||||
| Outstanding at Dec. 31, 2025 | - | |||||||||||||||
| Granted | $ | - | - | |||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited or expired | - | - | ||||||||||||||
| Outstanding at June 30, 2026 | $ | years | ||||||||||||||
| Exercisable at June 30, 2026 | $ | years | ||||||||||||||
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The aggregate intrinsic value of the options was zero as of June 30, 2026 because the market price of the Company’s common stock was below the exercise price.
As of June 30, 2026, unrecognized
compensation cost related to unvested stock options was approximately $
Stock-Based Compensation Expense
Stock-based compensation expense was recognized as follows:
| Three months ended June 30, 2026 |
Six months ended June 30, 2026 |
|||||||
| Restricted stock unit compensation | $ | $ | ||||||
| Stock-option compensation | ||||||||
| Total stock-based compensation expense | $ | $ | ||||||
Stock-based compensation expense of $ was included in operating expenses in the accompanying condensed consolidated statements of operations for both the three and six months ended June 30, 2026.
Total unrecognized compensation
| Award type |
Unrecognized cost |
|||
| Stock options | $ | |||
| RSUs | ||||
| Total | $ | |||
As of June 30, 2026, total
unrecognized compensation cost related to unvested stock-based awards was approximately $
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share gives effect to potentially dilutive securities outstanding during the period using the treasury-stock method, if their inclusion would be dilutive.
Because the Company incurred a net loss for each period presented, basic and diluted net loss per share were the same, as the inclusion of potentially dilutive securities would have been antidilutive.
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The following table presents the computation of basic and diluted net loss per share:
| Three months ended June 30, 2026 |
Three months ended 2025 |
Six months ended June 30, 2026 |
Six months ended June 30, 2025 |
|||||||||||||
| Net loss attributable to common stockholders | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Weighted-average common shares — basic | ||||||||||||||||
| Dilutive effect of warrants, options and RSUs | ||||||||||||||||
| Weighted-average common shares — diluted | ||||||||||||||||
| Net loss per share — basic | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share — diluted | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
As of June 30, 2026, potentially dilutive securities excluded from diluted net loss per share consisted of:
| Security | Potential common shares |
|||
| Common stock warrants | ||||
| Stock options | ||||
| Restricted stock units | ||||
| Total | ||||
The warrants, stock options and RSUs were excluded from the computation of diluted net loss per share because their inclusion would have been antidilutive as a result of the Company’s net loss.
12. Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. For the three and six months ended June 30, 2026, income taxes were evaluated and determined to be immaterial. The Company is currently in a cumulative loss position and expects to maintain a full valuation allowance against any deferred tax assets. Accordingly, no income tax expense or benefit has been recorded for the period presented.
The Company will continue to evaluate its income tax position, including deferred tax assets, valuation allowance, and any related tax provision, in connection with its year-end financial reporting process.
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13. Commitments and Contingencies
The Company may become subject to claims, legal proceedings and other contingencies arising in the ordinary course of business. Management is not currently aware of any matters that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
The Company has entered into, and may in the future enter into, agreements with vendors, consultants, advisors and service providers in connection with its public company operations and planned exploration activities. Certain of these agreements may include payment obligations, termination provisions, indemnification obligations or other commitments. The Company records liabilities for commitments and contingencies when losses are probable and reasonably estimable.
As of June 30, 2026, management had not identified any commitments or contingencies requiring recognition or separate disclosure in the accompanying condensed consolidated financial statements, other than amounts recorded in accounts payable and accrued expenses or disclosed elsewhere in these notes.
14. Subsequent Events
The Company evaluated subsequent events and transactions occurring after June 30, 2026 through August 13, 2026, the date these condensed consolidated financial statements were issued. No subsequent events were identified that required recognition or disclosure in the accompanying condensed consolidated financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements as a result of various factors, including those discussed under “Risk Factors” in our Registration Statement on Form S-1, as amended, and in our other filings with the Securities and Exchange Commission.
Unless the context otherwise requires, references in this section to “Greenland Energy,” the “Company,” “we,” “us” and “our” refer to Greenland Energy Company and its consolidated subsidiaries following the completion of the Business Combination.
Overview
Greenland Energy Company is an exploration-stage oil and gas company focused on the development and advancement of its exploration activities in Greenland. The Company has not generated revenue from oil and gas production to date. During the six months ended June 30, 2026, our activities were primarily focused on the completion of the Business Combination, transition to operating as a public company, planning and preparation for our exploration program, procurement and mobilization-related activities, and the establishment of public company infrastructure.
On March 25, 2026, the Company completed its business combination with Pelican Acquisition Corporation and related entities. The Business Combination was accounted for as a reverse recapitalization, with March GL Company treated as the accounting acquirer for financial reporting purposes. As a result, our historical financial statements for periods prior to the closing of the Business Combination reflect the historical financial statements of March GL Company.
Business Combination
On March 25, 2026, the Company completed the Business Combination, pursuant to which Greenland Energy Company became the publicly traded parent company. In connection with the Business Combination, the Company recorded the recapitalization of March GL Company into the capital structure of Greenland Energy Company.
The recapitalization included Pelican net assets acquired of approximately $10.6 million, the net impacts of Greenland Exploration Limited and Pelican Holdco, Inc. of approximately $(0.3) million and $(0.1) million, respectively, and approximately $8.1 million of transaction costs attributable to the Business Combination recorded as a reduction of additional paid-in capital. During the six months ended June 30, 2026, the Company paid approximately $11.3 million of aggregate transaction costs related to both the Business Combination and the April 2026 public offering.
Following the closing of the Business Combination, the Company had 26,110,194 shares of common stock issued and outstanding as of March 31, 2026.
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Results of Operations
Three Months Ended June 30, 2026 and 2025
Operating expenses for the three months ended June 30, 2026 were approximately $4.9 million, compared with approximately $0.4 million for the three months ended June 30, 2025. The increase primarily reflected public-company readiness activities, professional fees, exploration planning and preparation, administrative costs, approximately $0.5 million of noncash compensation associated with equity awards granted to officers and directors and approximately $0.3 million of noncash expense associated with common stock issued for vendor services.
Net loss for the three months ended June 30, 2026 was approximately $4.9 million, or $0.13 per basic and diluted share, compared with a net loss of approximately $0.4 million, or $0.06 per basic and diluted share, for the three months ended June 30, 2025.
Six Months Ended June 30, 2026 and 2025
Operating expenses for the six months ended June 30, 2026 were approximately $5.8 million, compared with approximately $0.4 million for the six months ended June 30, 2025. The increase primarily reflected public-company readiness activities, professional fees, exploration planning and preparation, administrative costs, approximately $0.5 million of noncash compensation associated with equity awards granted to officers and directors and approximately $0.3 million of noncash expense associated with common stock issued for vendor services.
Net loss for the six months ended June 30, 2026 was approximately $5.7 million, or $0.18 per basic and diluted share, compared with a net loss of approximately $0.4 million, or $0.06 per basic and diluted share, for the six months ended June 30, 2025.
Liquidity and Capital Resources
Our primary sources of liquidity during the six months ended June 30, 2026 were cash on hand, proceeds received in connection with the Business Combination and proceeds from the April 2026 public offering.
As of June 30, 2026, we had cash and cash equivalents of approximately $37.4 million, total assets of approximately $67.6 million, total liabilities of approximately $1.4 million and total stockholders’ equity of approximately $66.2 million.
As of June 30, 2026, accounts payable and accrued professional fees included amounts related to public company costs, exploration-related activities and other professional services.
We expect to continue to incur significant costs as a public company, including costs associated with SEC reporting, legal, accounting, audit, insurance, investor relations, corporate governance, and compliance matters. In addition, we expect to incur costs in connection with our planned exploration activities, including equipment, logistics, technical studies, contractors, and other exploration-related expenditures.
During the quarter, the Company continued activities related to its Registration Statement on Form S-1 and capital raising efforts. On April 27, 2026, the Registration Statement was declared effective. On April 29, 2026, we completed an offering of 16,250,000 shares of common stock, 1,250,000 pre-funded warrants and 17,500,000 common warrants. We received gross proceeds of approximately $70 million before deducting placement agent fees and offering expenses. We expect to use the proceeds primarily for exploration activities, working capital, payment of outstanding obligations, public company costs and general corporate purposes.
On April 30, 2026, Citadel Multi-Strategy Equities Master Fund Ltd. exercised, on a cashless basis, all 1,250,000 pre-funded warrants issued in the offering. Pursuant to the cashless exercise formula, the Company issued 1,249,962 shares of common stock. The Company did not receive material cash proceeds from the cashless exercise.
Our future liquidity and capital requirements will depend on several factors, including the timing and cost of exploration activities, the timing of vendor and contractor payments, the amount of public company costs, the results of capital raising activities, and our ability to manage discretionary expenditures. We may seek additional financing through equity offerings, debt financing, strategic arrangements, or other sources of capital. There can be no assurance that additional capital will be available on acceptable terms, or at all.
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Cash Flows
Operating Activities
Net cash used in operating activities was approximately $4.6 million for the six months ended June 30, 2026, compared with approximately $0.1 million for the six months ended June 30, 2025.
For the six months ended June 30, 2026, operating cash flows reflected a net loss of approximately $5.7 million, adjusted for approximately $0.5 million of noncash stock-based compensation, approximately $0.3 million of noncash expense associated with common stock issued for vendor services, and depreciation expense. Cash used for prepaid expenses and other current assets was approximately $0.6 million, partially offset by an increase in accounts payable and accrued expenses of approximately $0.9 million.
For the six months ended June 30, 2025, operating cash flows reflected a net loss of approximately $0.4 million, partially offset by an increase in accounts payable and accrued expenses of approximately $0.4 million, resulting in net cash used in operating activities of approximately $0.1 million.
Investing Activities
Net cash used in investing activities was approximately $28.0 million for the six months ended June 30, 2026, compared with approximately $0.9 million for the six months ended June 30, 2025.
Cash used in investing activities for the six months ended June 30, 2026 consisted primarily of approximately $17.5 million of additions to unevaluated oil and natural gas properties, approximately $10.5 million of prepaid exploration costs and deposits, and approximately $18,000 of purchases of property and equipment, all related to the Company’s planned exploration program.
For the six months ended June 30, 2025, investing cash flows consisted primarily of approximately $0.9 million of prepaid exploration costs and deposits related to the Company’s planned exploration activities.
Financing Activities
Net cash provided by financing activities was approximately $67.3 million for the six months ended June 30, 2026, compared with approximately $1.2 million for the six months ended June 30, 2025.
For the six months ended June 30, 2026, financing cash flows consisted primarily of approximately $67.3 million of proceeds from the issuance of common stock and pre-funded warrants, approximately $11.0 million of proceeds received in connection with the Business Combination, and approximately $0.1 million from the collection of a subscription receivable, partially offset by approximately $7.8 million of transaction costs and approximately $0.8 million of payments to a related party.
For the six months ended June 30, 2025, financing cash flows consisted of approximately $1.2 million of proceeds from the issuance of common stock.
Contractual Obligations and Commitments
As of June 30, 2026, the Company had accounts payable and accrued expenses of approximately $1.4 million. Accounts payable primarily consist of vendor invoices and costs incurred in connection with the Company’s business combination, public company activities, and pre-exploration-related activities.
The Company expects to incur additional obligations in connection with its planned exploration program, including costs related to equipment, logistics, technical services, field operations, contractors, and other exploration-related expenditures. These obligations may be material and will depend on the timing and scope of the Company’s exploration activities and available capital resources.
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Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures.
Significant estimates and judgments may include, but are not limited to, accounting for the Business Combination, classification and measurement of transaction costs, valuation of equity instruments and share-based compensation, income taxes and valuation allowances, accrued expenses, related party balances. The Company follows the full cost method of accounting for its oil and natural gas activities. Significant judgments include determining whether costs are directly associated with acquisition, exploration or development activities, whether unevaluated property costs should continue to be excluded from the depletion base, and whether facts and circumstances indicate impairment. The Company’s capitalized oil and natural gas properties are also subject to the quarterly full cost ceiling test. Changes in estimates, exploration plans, license status or drilling results could affect the classification, recoverability and carrying amount of these assets.
Management evaluates its estimates on an ongoing basis. Actual results could differ from those estimates, and such differences could be material.
Emerging Growth Company Status
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012. As an emerging growth company, we may take advantage of certain exemptions from reporting requirements that are otherwise applicable to public companies, including reduced disclosure obligations regarding executive compensation and exemptions from certain auditor attestation requirements.
We have elected to use the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for new or revised accounting standards.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures also include controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based upon such evaluation, our chief executive officer and our chief financial officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were, and continue to be, ineffective because of material weakness in internal control over financial reporting due to the Company’s lack of a fully formalized and documented internal control framework, including formal documentation of key controls and review evidence. This reflects the Company’s transition to operating as a public company following the Business Combination. Management is commencing actions to address the lack of formal documentation of our control environment and expects any weakness to be remediated in the subsequent reporting period.
In light of the material weakness described above, we continue to perform additional analysis and other post-closing procedures to ensure our financial statements are prepared in accordance with GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. We do not believe there are any material misstatements in our financial reporting.
Changes in Internal Control over Financial Reporting
Other than as described above, there have been no changes during our most recent calendar quarter that have materially affected our internal controls over financial reporting.
Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any material legal proceedings. From time to time, we may be subject to claims, legal proceedings, regulatory inquiries or other matters arising in the ordinary course of business. We are not aware of any pending or threatened legal proceedings that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.
ITEM 1A. RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” in the Company’s Registration Statement on Form S-1, as amended, including the final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on April 28, 2026, together with all other information contained in this Quarterly Report on Form 10-Q and in our other filings with the SEC.
There have been no material changes to the risk factors previously disclosed in the Company’s Registration Statement on Form S-1, as amended, and the final prospectus filed pursuant to Rule 424(b)(4), except to the extent updated by the disclosures contained in this Quarterly Report on Form 10-Q. The risks described in such filings are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also materially and adversely affect our business, financial condition, results of operations, cash flows, liquidity, prospects and the trading price of our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
During the six months ended June 30, 2026, prior to the closing of the Business Combination, March GL Company issued 925,842 shares of common stock for proceeds of $581,883.
On March 25, 2026, the Company completed the Business Combination. In connection with the Business Combination, the Company issued shares of common stock to certain parties pursuant to the terms of the Merger Agreement, including shares issued to former equity holders of March GL Company and Greenland Exploration Limited. These issuances were made in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.
Except as described above or as previously disclosed in the Company’s filings with the SEC, during the six months ended June 30, 2026, the Company did not sell any equity securities that were not registered under the Securities Act.
Use of Proceeds
On April 27, 2026, the Company’s Registration Statement on Form S-1, Registration No. 333-294995, was declared effective by the SEC. On April 29, 2026, the Company completed the related registered public offering of 16,250,000 shares of common stock, 1,250,000 pre-funded warrants to purchase common stock, and 17,500,000 common warrants to purchase common stock.
The combined public offering price was $4.00 per share of common stock and accompanying common warrant and $3.9999 per pre-funded warrant and accompanying common warrant. The Company received gross proceeds of approximately $70 million.
23
On April 30, 2026, Citadel Multi-Strategy Equities Master Fund Ltd. exercised, on a cashless basis, pre-funded warrants to purchase 1,250,000 shares of common stock. Pursuant to the cashless exercise formula, the Company issued 1,249,962 shares of common stock. The Company did not receive material cash proceeds from the cashless exercise.
The Company intends to use the net proceeds from the offering for exploration activities, working capital, payment of outstanding obligations, public company costs and general corporate purposes. As of the date of this Quarterly Report, there has been no material change in the planned use of proceeds from that described in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on April 28, 2026.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the six months ended June 30, 2026, the Company did not repurchase any shares of its common stock or other equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended June 30, 2026, none of the Company’s directors or officers
Except as disclosed elsewhere in this Quarterly Report on Form 10-Q, there was no information required to be disclosed in a report on Form 8-K during the six months ended June 30, 2026 that was not previously reported.
24
Item 6. Exhibits
25
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request. |
| ^ | Indicates management contract or compensatory plan or arrangement. |
26
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Greenland Energy Company | ||
| Date: August 13, 2026 | By: | /s/ Robert B. Price |
| Robert B. Price | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 13, 2026 | By: | /s/ Ashiq Merchant |
| Ashiq Merchant | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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