Greenland Energy Co: Form 10-Q for the period ended Mar 31, 2026

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 three months ended March 31, 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.

As of March 31, 2026, we had cash and cash equivalents of approximately $3.1 million, total assets of approximately $7.1million, total liabilities of approximately $3.9 million, and total stockholders’ equity of approximately $3.2 million.

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 transaction costs of approximately $8.0 million recorded as a reduction of additional paid-in capital.

Following the closing of the Business Combination, the Company had 26,110,251 shares of common stock issued and outstanding as of March 31, 2026.

Results of Operations

Three Months Ended March 31, 2026

For the three months ended March 31, 2026, the Company had no revenue. The Company has not commenced commercial production and does not currently generate revenue from oil and gas operations.

Operating expenses for the three months ended March 31, 2026 were approximately $0.8 million. These expenses primarily related to public company readiness activities, professional fees, exploration planning, administrative costs, and other costs incurred in connection with the Company’s operations and the Business Combination.

Net loss for the three months ended March 31, 2026 was approximately $0.8 million, or $0.04 per basic and diluted share. Basic and diluted weighted-average common shares outstanding were 20,078,162 for the three months ended March 31, 2026.

Because the Company incurred a net loss for the period, diluted net loss per share was the same as basic net loss per share, as the effect of any potentially dilutive securities would have been anti-dilutive.

Liquidity and Capital Resources

Our primary sources of liquidity during the three months ended March 31, 2026 were cash on hand, proceeds from the reverse recapitalization, and working capital generated through changes in operating assets and liabilities.

As of March 31, 2026, we had cash and cash equivalents of approximately $3.1 million and total current assets of approximately $6.5 million. Current assets consisted of cash and cash equivalents of approximately $3.1 million, prepaid insurance of approximately $0.9 million, deposits on equipment of approximately $0.2 million, and prepaid exploration costs of approximately $2.3 million.

As of March 31, 2026, accounts payable and accrued professional fees included amounts related to Business Combination transaction costs, 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.

Subsequent to March 31, 2026, 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.

Cash Flows

Operating Activities

Net cash used in operating activities was approximately $2.5 million for the three months ended March 31, 2026. This consisted primarily of a net loss of approximately $0.8 million, cash used for prepaid expenses approximately $1.9 million partially offset by favorable changes in working capital, including accounts payable of approximately $0.1 million.

Investing Activities

Net cash used in investing activities was approximately $0.6 million for the three months ended March 31, 2026, consisting of purchases of property and equipment.

Financing Activities

Net cash provided by financing activities was approximately $6.1 million for the three months ended March 31, 2026, consisting of cash proceeds from the business combination of approximately $11.0 million, proceeds from issuance of common stock of approximately $0.6 million, collection of subscription receivable of $0.1 million, partially offset by payment of transaction costs of approximately $5.6 million.

Contractual Obligations and Commitments

As of March 31, 2026, the Company had accounts payable of approximately $2.8 million, accrued professional fees of approximately $0.04 million, and amounts due to related parties of approximately $1.1 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. Accrued professional fees primarily consist of legal, accounting, audit, advisory and other professional service costs incurred but not yet paid as of March 31, 2026.

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.

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, and the recoverability and classification of exploration-related costs and property and equipment.

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 March 31, 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.

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 March 31, 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 March 31, 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 expect 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.

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.