Units, each consisting of one ordinary share and one right
- Symbol
- PLCIU
- Exchange
- NASDAQ
- Classification
- UNIT
- Status
- Current
Current Report · Items 1.01, 3.02, 5.02, 5.03, 9.01 · 8-K
Pelican Acquisition II Corporation
PLCINASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 1.01 Entry into a Material Definitive Agreement. On July 27, 2026, Pelican Acquisition II Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option in connection with the closing of the IPO.…
Press release in this filing
Pelican Acquisition II Corporation Announces Pricing of $75,000,000 Initial Public Offering →Company context
We are a newly formed blank check company incorporated as a Cayman Islands exempted company on February 26, 2026 under the laws of the Cayman Islands with limited liability, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry, although we intend to primarily focus on target businesses within the technology industry globally. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company. Our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.
Current securities
Historical securities (1)
Registered securities in this filing
Pelican Acquisition II Corporation · 8-K · Filed 2026-07-31
Ordinary Shares, $0.0001 par value
- Symbol
- PLCI
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Rights, each exchangeable for one-tenth (1/10) ordinary share
- Symbol
- PLCIR
- Exchange
- NASDAQ
- Classification
- RIGHT
- Status
- Current
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On July 27, 2026, Pelican Acquisition II Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option in connection with the closing of the IPO. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.
EarlyBirdCapital Inc. acted as the sole book-running manager in connection with the offering pursuant to the Underwriting Agreement dated July 23, 2026.
In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1, as amended (File No. 333-296688), originally filed with the U.S. Securities and Exchange Commission on June 11, 2026 and declared effective on July 23, 2026 (the “Registration Statement”):
Underwriting Agreement, dated July 23, 2026, by and between the Company and EarlyBirdCapital Inc., as sole book-running manager for the offering, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference;
Rights Agreement, dated July 23, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.4 hereto and incorporated herein by reference;
Letter Agreement, dated July 23, 2026, by and among the Company, its officers and directors, and Pelican II Capital Solutions Limited (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference;
Investment Management Trust Agreement, dated July 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference;
Registration Rights Agreement, dated July 23, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference;
Private Placement Units Purchase Agreement, dated July 23, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference; and
Administrative Services Agreement, dated March 13, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.9 hereto and incorporated herein by reference;
Share Escrow Agreement, dated as of July 24, 2026, by and among Pelican Acquisition II Corporation, Pelican II Capital Solutions Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent, pursuant to which the Founder Shares were deposited into escrow, a copy of which is filed as Exhibit 10.10 hereto and incorporated herein by reference.
Indemnification Agreements, each dated July 23, 2026, by and between the Company and each of its directors and officers, including Robert Labbe, Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan, copies of which are filed as Exhibits 99.3, 99.4, 99.5 and 99.6 hereto and incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 386,500 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $3,865,000. Of the Private Units, 311,500 units were purchased by Pelican II Capital Solutions Limited, the Company’s sponsor, and 75,000 units were purchased by EarlyBirdCapital, Inc. and/or its designees. The Private Units are identical to the Units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration rights as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 23, 2026, in connection with the effectiveness of the Company’s Registration Statement, Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan, became members of the board of directors (the “Board”) of the Company.
The Board has determined that each of Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan qualify as an independent director under the applicable listing standards of the Nasdaq Capital Market (“Nasdaq”) and under the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Daniel M. McCabe, Becky Fallon, and Sean Michael Deegan serve as members of the Company’s audit committee and compensation committee. Sean Michael Deegan serves as chairperson of the audit committee and Becky Fallon serves as chairperson of the compensation committee. Sean Michael Deegan qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
The directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Other than the foregoing, none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On July 23, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.
A copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Filed exhibits (3)
EX-4.4 4 pelicanacq2_ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of July 24, 2026 between Pelican Acquisition II Corporation, a Cayman Islands company with its principal executive offices at 1185 Avenue of the Americas, Suite 304, NY 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”). WHEREAS, the Company has entered into an agreement with EarlyBirdCapital, Inc. (“EBC”) for the Company’s initial public offering (“Public Offering”) pursuant to which EBC will purchase up to an aggregate of 8,625,000 units (including up to 1,125,000 additional units if the over-allotment option is exercised in full), each unit (“Unit”) comprised of one ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share (a “Public Right”) upon the happening of the Exchange Event described herein, and in connection therewith, will issue and deliver up to an aggregate of 8,625,000 Public Rights upon consummation of such Public Offering, 1,125,00…
Open exhibit ↗EX-99.1 15 pelicanacq2_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Pelican Acquisition II Corporation Announces Pricing of $75,000,000 Initial Public Offering New York, NY, July 23, 2026 - Pelican Acquisition II Corporation (NASDAQ: PLCIU) (the “Company”), a Cayman Islands exempted company, announced that it priced its initial public offering of 7,500,000 units at $10.00 per unit on July 23, 2026. The units will be listed on the Nasdaq Capital Market (“NASDAQ”) and are expected to trade under the ticker symbol “PLCIU” beginning on July 24, 2026. Each unit consists of one ordinary share of the Company and one right, with each right entitling the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on NASDAQ under the symbols “PLCI” and “PLCIR”, respectively. The offering is expected to close on July 27, 2026, subject to customary closing conditions. EarlyBirdCapital, Inc. is acting as sole book-running manager in the offering. EarlyBirdCapital has been granted a 45-day option to purchase up to…
Open exhibit ↗EX-99.2 16 pelicanacq2_ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Pelican Acquisition II Corporation Announces Closing of Initial Public Offering NEW YORK, NY, July 28, 2026 (GLOBE NEWSWIRE) - Pelican Acquisition II Corporation (Nasdaq: PLCIU, the “Company”) announced today that it has closed on July 27, 2026 its initial public offering of 8,625,000 units at $10.00 per unit, including the 1,125,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, resulting in aggregate gross proceeds of $86,250,000, before deducting underwriting discounts and estimated offering expenses. Each unit consists of one ordinary share of the Company and one right, with each right entitling the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination. The units are listed on The Nasdaq Capital Market (“Nasdaq”) and began trading under the ticker symbol “PLCIU” on July 24, 2026. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on Nasdaq under the symbols “PLCI,” and “PLCIR,” respectively. EarlyBirdCapital, Inc. acted as sole…
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