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1、2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm1/174S-1/A 1 pelicanacq_s1a.htm S-1/A As filed with the U.S.Securities and Exchange Commission on May 20,2025.Registration No.33

2、3-286452 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM S-1Amendment No 3 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 PELICAN ACQUISITION CORPORATION(Exact name of registrant as specified in its charter)Cayman Islands 6770 N/A(State or Other Jurisdiction ofIncorpo

3、ration or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)1185 Avenue of the Americas,Suite 304New York,NY 10036Telephone:(212)612-1400(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offi

4、ces)Robert Labbe1185 Avenue of the Americas,Suite 304New York,NY 10036Telephone:(212)612-1400(Name,Address,Including Zip Code,and Telephone Number,Including Area Code,of Agent for Service)Copies to:Cassi Olson,Esq.Nicholas Torres,Esq.Celine and Partners,P.L.L.C.1345 6th Ave.,33rd FloorNew York,NY 10

5、105Telephone:(212)612-1400(718)463-2555 FacsimileDavid Alan Miller,Esq.Jeffrey M.Gallant,Esq.Graubard MillerThe Chrysler Building405 Lexington AvenueNew York,New York 10174Telephone:(212)818-8800 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effecti

6、ve date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,as amended(the“Securities Act”),check the following box.If this Form is filed to register additional se

7、curities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment filed pursuant to Rule 462(

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

9、nd listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm2/

10、174Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company”and“emerging growth compan

11、y”in Rule 12b-2 of the Securities Exchange Act of 1934,as amended.(Checkone):Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended tran

12、sition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file

13、 a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become effective on such date as the Securities and Exchange Commission,ac

14、ting pursuant tosaid Section 8(a),may determine.2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm3/174Table of contents The information in this preliminary prospectus is not com

15、plete and may be changed.We may not sell these securities untilthe registration statement filed with the U.S.Securities and Exchange Commission is effective.This prospectus is not anoffer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or

16、sale is notpermitted.PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION,DATED MAY 20,2025$75,000,000Pelican Acquisition Corporation7,500,000 Units Pelican Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company with limitedliability,formed for the purpose of effec

17、ting a merger,share exchange,asset acquisition,share purchase,reorganization,or similarbusiness combination with one or more businesses or entities.Our efforts to identify a prospective target business will not belimited to a particular industry or geographic region,although we intend to primarily f

18、ocus on target businesses within thetechnology industry globally.We do not have any specific business combination under consideration and we have not(nor hasanyone on our behalf),directly or indirectly,contacted any prospective target business or had any substantive discussions,formalor otherwise,wi

19、th respect to such a transaction with our company.The Company will have 15 months from the consummation of this offering to consummate a Business Combination.If weanticipate that we may be unable to consummate our initial business combination within such time period,we may seekshareholder approval t

20、o amend our amended and restated memorandum and articles of association to be in effect uponconsummation of this offering,which we refer to throughout this prospectus as our Post-offering Memorandum and Articles ofAssociation to extend the date by which we must consummate our initial business combin

21、ation.If we seek shareholder approval foran extension,holders of public shares will be offered an opportunity to redeem their shares,regardless of whether they abstain,votefor,or against,our initial business combination,at a per share price,payable in cash,equal to the aggregate amount then on depos

22、itin the trust account,including interest earned thereon(which interest shall be net of taxes payable),divided by the number of thenissued and outstanding public shares,subject to applicable law.If we are unable to complete our initial business combination within15 months from the closing of this of

23、fering or by such earlier liquidation date as our board of directors may approve,we willredeem 100%of the public shares at a per share price,payable in cash,equal to the aggregate amount then on deposit in the trustaccount,including interest earned thereon(which interest shall be net of taxes payabl

24、e and up to$50,000 of interest to paydissolution expenses),divided by the number of then issued and outstanding public shares,subject to applicable law and certainconditions as further described herein.This is an initial public offering of our securities.Each unit we are offering has a price of$10.0

25、0 and consists of:(i)one ordinaryshare and(ii)one right to receive one-tenth of one ordinary share upon the consummation of the initial business combination,asdescribed in more detail in this prospectus.The underwriters have a 45-day option from the date of the consummation of thisoffering to purcha

26、se up to an additional 1,125,000 units to cover over-allotments,if any.We will provide our public shareholders with the opportunity to redeem,regardless of whether they abstain,vote for,or against,ourinitial business combination,all or a portion of their ordinary shares that were sold as part of the

27、 units in this offering,which werefer to collectively as our public shares,upon the completion of our initial business combination at a per-share price,payable incash,equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation o

28、f our initial business combination,including interest earned on the funds held in the trust account(which interestshall be net of taxes payable),divided by the number of then outstanding public shares.Notwithstanding the foregoing,if we seekshareholder approval of our initial business combination an

29、d we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules,a public shareholder,together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a“group”(as defined under Section 13 of

30、the Exchange Act),will berestricted from redeeming its shares with respect to more than an aggregate of 15%of the shares sold in this offering without ourprior consent.See“Summary The Offering Limitation on redemption rights of shareholders holding more than 15%of theshares sold in this offering if

31、we hold shareholder vote”for further discussion on certain limitations on redemption rights.2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm4/174Table of contents Pelican Spons

32、or LLC,which we refer to throughout this prospectus as our“Sponsor,”and EarlyBirdCapital,Inc.,the representativeof the underwriters in this offering and which we refer to throughout this prospectus as“EarlyBirdCapital,”the“representative ofthe underwriters”,or the“Representative,”have agreed that th

33、ey and/or their designees will purchase from us an aggregate of276,250 units,or“private units”(201,250 private units to be purchased by our Sponsor and 75,000 private units to be purchased byEarlyBirdCapital or its designees)at a price of$10.00 per unit.Our Sponsor and EarlyBirdCapital have also agr

34、eed that if the over-allotment option is exercised by the underwriters in full or in part,they and/or their designees will purchase from us up to anadditional 22,500 private units on a pro rata basis(up to 11,250 private units to be purchased by our Sponsor and up to 11,250private units to be purcha

35、sed by EarlyBirdCapital or its designees)at a price of$10.00 per unit in an amount that is necessary tomaintain in the trust account$10.00 per unit sold to the public in this offering.Consequently,the total amount that the Sponsor maypay for the private units,assuming the over-allotment option is ex

36、ercised in full,is$2,125,000.The private units are identical to theunits included in the units sold in this offering.Our Sponsor and EarlyBirdCapital have agreed not to transfer,assign or sell any ofthe private units or underlying securities(with certain exceptions)until the completion of our initia

37、l business combination.On August 22,2024,our Sponsor acquired an aggregate of 2,875,000 ordinary shares for a purchase price of$25,000,which werefer to herein as“founder shares.”The founder shares include 375,000 ordinary shares of which are subject to forfeituredepending on the extent to which the

38、underwriters over-allotment option is not exercised in full or in part,so that the foundershares will represent 25%of our issued and outstanding shares after this offering(excluding the private shares and the EBCfounder shares).In addition,our Sponsor has agreed to loan us up to$700,000 to be used f

39、or a portion of the expenses of thisoffering,which amount will be repaid upon closing of this offering.See“Summary The Offering Sponsor Information”forfurther discussion on our sponsors and our affiliates shares and compensation.On September 30,2024,EarlyBirdCapital entered into a securities subscri

40、ption agreement with us to purchase an aggregate of500,000 ordinary shares,or“EBC founder shares,”from us for an aggregate purchase price of$4,348.Subsequently on January 10,2025,EarlyBirdCapital agreed to reduce the subscription amount by 300,000 EBC founder shares for no consideration,resulting in

41、EarlyBirdCapital holding an aggregate of 200,000 EBC founder shares.EarlyBirdCapital(and/or its designees)has agreed(i)towaive its redemption rights with respect to such shares in connection with the completion of our initial business combination and(ii)to waive its rights to liquidating distributio

42、ns from the trust account with respect to such shares if we fail to complete our initialbusiness combination within 15 months.Our Sponsor and its affiliates received or will receive compensation prior to or in connection with the completion of our initialbusiness combination and the issuance of secu

43、rities from the Company.For more information related to compensation and theissuance of securities to Sponsor and its affiliates,please see the section of the prospectus entitled“Prospectus Summary Sponsor Information Amount of Compensation to be Received or Securities Issues or to be Issued.”As mor

44、e fully discussed in“Summary The Offering Conflicts of Interest”and“ManagementConflicts of Interest,”each ofour officers and directors presently has,and any of them in the future may have additional,fiduciary,contractual or otherobligations or duties to one or more other entities pursuant to which s

45、uch officer or director is or will be required to present abusiness combination opportunity to such entities.Potential investors should be aware that there are actual or potential materialconflicts of interest between(i)our Sponsor,officer,directors,promotors and their respective affiliates and(ii)o

46、ur unaffiliatedsecurity holders with respect to determining whether to proceed with a de-SPAC transaction and the manner in which wecompensate our sponsor,officer,directors,promotors and their respective affiliates.Because of the financial and personal interestsdescribed below,our Sponsor,officer an

47、d directors may have a conflict of interest in determining whether a particular targetbusiness is an appropriate business with which to effectuate our initial business combination and the terms on which we willcomplete such business combination,and they may be incentivized to(i)pursue a target compa

48、ny that has a less favorable risk,stability or profitability profile for our public shareholders but would be easier,quicker and more certain to guide through thebusiness combination process over a target company that has a better risk,stability or profitability profile for our publicshareholders bu

49、t may take a longer time to diligence and go through the business combination process or(ii)effect our initialbusiness combination with less desirable terms and conditions in order complete a business combination within the required period,both of which could cause our public shareholders to experie

50、nce a negative rate of return or lose significant value on their shares ofthe combined company.2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm5/174Table of contents Our Sponso

51、r is the owner of the founder shares and will be the owner of private units following this offering,and members of ourmanagement team will indirectly own such securities.Because of such ownership and interests,our Sponsor,and any of ourofficers and directors who have an ownership interest in the Spo

52、nsor,may have a conflict of interest in determining whether aparticular target business is an appropriate business with which to effectuate our initial business combination.The low price thatour Sponsor paid for the founder shares creates an incentive whereby our Sponsor could potentially make a sub

53、stantial profit evenif we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.If we are unable tocomplete our initial business combination within the required time period described in this prospectus,the founder shares andprivate units may be

54、worthless,except to the extent the holders thereof receive liquidating distributions from assets outside the trustaccount,which could create an incentive for our sponsor and our executive officers and directors who have an ownership interestthe sponsor to complete a transaction even if we select an

55、acquisition target that subsequently declines in value and is unprofitablefor public shareholders.Further,each of our officers and directors may have a conflict of interest with respect to evaluating aparticular business combination if the retention or resignation of any such officers and directors

56、were to be included by a targetbusiness as a condition to any agreement with respect to our initial business combination.Additionally,we will reimburse ourSponsor$20,000 per month for office space and administrative services made available to us until the consummation of the initialbusiness combinat

57、ion,each as described elsewhere in this prospectus.We believe that,upon consummation of this offering,we will have sufficient available funds to operate for the next 15 months.However,if necessary,in order to meet our working capital needs following the consummation of this offering,our insiders may

58、,but are not obligated to,loan us funds on a non-interest bearing basis,from time to time or at any time,in whatever amount theydeem reasonable in their sole discretion.Each loan would be evidenced by a promissory note.The notes would either be paid uponconsummation of our initial business combinati

59、on,without interest,or,at the holders discretion,up to$1,500,000 may beconverted into private units at a price of$10.00 per unit.Currently,there is no public market for our units,ordinary shares,or rights.We expect to apply to list our units on the NasdaqGlobal Market and apply to reserve the symbol

60、“PELIU”for our units.We expect that our units will be listed on Nasdaq on orpromptly after the date of this prospectus.We cannot guarantee that our securities will be approved for listing on Nasdaq.Weexpect the ordinary shares and rights comprising the units will begin separate trading on the 90th d

61、ay following the effectiveness ofthe registration statement of which this prospectus forms a part,unless EarlyBirdCapital,Inc.informs us of its decision to allowearlier separate trading,subject to our filing a Current Report on Form 8-K with the U.S.Securities and Exchange Commission(“SEC”)containin

62、g an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press releaseannouncing when such separate trading will begin.Once the securities comprising the units begin separate trading,we expect thatthe ordinary shares and rights will be listed on Nasdaq u

63、nder the symbols“PELI”and“PELIR”,respectively.We cannot assure youthat our securities will be,or will continue to be,listed on Nasdaq in the future or prior to,or upon consummation of,our initialbusiness combination.We qualify as an“emerging growth company”as defined in the Jumpstart Our Business St

64、artups Act of 2012,and therefore will besubject to reduced reporting requirements.Investing in our securities involves a high degree of risk.See“Risk Factors”beginning on page 32 for a discussion ofinformation that should be considered in connection with an investment in our securities.Investors wil

65、l not be entitled toprotections normally afforded to investors in Rule 419 blank check offerings.Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a crimina

66、l offense.Price toPublicUnderwritingDiscountsProceedsBeforeExpensesto UsPer Unit$10.00$0.20(1)$9.80 Total$75,000,000$1,500,000$73,500,000 (1)$0.20 per unit or$1,500,000 in the aggregate(or$1,725,000 if the underwriters over-allotment option is exercised in full)ispayable upon the consummation of thi

67、s offering.The underwriters have received and will receive compensation in addition tothe underwriting discounts and commissions,including an aggregate of 200,000 EBC founder shares.See the section of thisprospectus entitled“Underwriting”for a description of compensation and other items of value pay

68、able to the underwriters.2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm6/174Table of contents Upon consummation of the offering,$10.00 per unit sold to the public in this off

69、ering(whether or not the underwriters over-allotment option has been exercised in full or in part)will be deposited into a United-States-based trust account maintained byContinental Stock Transfer&Trust Company,acting as trustee.Except as described in this prospectus,the funds held in trust willnot

70、be released until the earlier of the consummation of our initial business combination or our redemption of the ordinary sharessold in this offering upon our failure to consummate a business combination within the required period.Because our Sponsor acquired the founder shares at a nominal price,our

71、public shareholders will incur an immediate andsubstantial dilution upon the closing of this offering.See the section titled“Risk Factors Risks Relating to our Securities“The value of the founder shares following completion of our initial business combination is likely to be substantially higher tha

72、nthe nominal price paid for them,even if the trading price of our ordinary shares at such time is substantially less than$10.00 perordinary share.”The following table illustrates the difference between the public offering price per ordinary share and our net tangible book valueper ordinary share(“NT

73、BV”),as adjusted to give effect to this offering and assuming the redemption of our public shares atvarying levels.See the sections titled“Prospectus Summary Dilution”and“Dilution”for more information.As of January 31,2025 OfferingPrice of$10.00 perUnit 25%of MaximumRedemption 50%of MaximumRedemptio

74、n 75%of MaximumRedemption 100%Redemption NTBV NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice Assuming Full Exercise of Over-Allotment Option$7.22$6.62$3.38$5.67$4.33$3.99$

75、6.01$0.19$9.81 Assuming No Exercise of Over-Allotment Option$7.21$6.60$3.40$5.65$4.35$3.97$6.03$0.18$9.82 Our Sponsor and members of our management team will directly or indirectly own our securities following this offering,andaccordingly,they may have a conflict of interest in determining whether a

76、 particular target business is an appropriate business withwhich to effectuate our initial business combination.Additionally,each of our officers and directors presently has,and any of themin the future may have additional,fiduciary,contractual or other obligations or duties to one or more other ent

77、ities pursuant towhich such officer or director is or will be required to present a business combination opportunity to such entities.See the sectionstitled“Proposed Business Sourcing of Potential Business Combination Targets”and“Management Conflicts of Interest”formore information.The underwriters

78、are offering the units on a firm commitment basis.EarlyBirdCapital,Inc.,acting as the sole book-runningmanager and representative of the underwriters,expects to deliver the units to purchasers on or about,2025.Sole Book-Running Manager EarlyBirdCapital,Inc.Co-Manager IB Capital LLC The date of this

79、prospectus is,2025 2025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm7/174Table of contents TABLE OF CONTENTS Prospectus Summary 1Cautionary Note Regarding Forward-Looking Statem

80、ents 28Summary Risk Factors 29Summary Financial Data 31Risk Factors 32Use of Proceeds 66Dividend Policy 69Dilution 70Capitalization 72Managements Discussion and Analysis of Financial Condition and Results of Operations 73Proposed Business 78Management 91Principal Shareholders 99Certain Relationships

81、 and Related Party Transactions 101Description of Securities 103Income Tax Considerations 117Share Eligible for Future Sale 128Underwriting(Conflicts of Interest)130Legal Matters 140Experts 140Change In Registrants Certifying Accountant 140Where You Can Find Additional Information 141Index to Financ

82、ial Statements F-1 We are responsible for the information contained in this prospectus.We have not,and the underwriters have not,authorized anyoneto provide you with different information,and neither we nor the underwriters take responsibility for any other information othersmay give to you.We are n

83、ot,and the underwriters are not,making an offer to sell securities in any jurisdiction where the offer orsale is not permitted.You should not assume that the information contained in this prospectus is accurate as of any date other thanthe date on the front of this prospectus.i2025/5/21 15:49sec.gov

84、/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm8/174Table of contents PROSPECTUS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus.As this is

85、 a summary,itdoes not contain all of the information that you should consider in making an investment decision.You should read this entireprospectus carefully,including the information under the section of this prospectus entitled“Risk Factors”and our financialstatements and the related notes includ

86、ed elsewhere in this prospectus,before investing.Unless otherwise stated in thisprospectus or the context otherwise requires,references to:“the 80%test”are to the requirement that our initial business combination be with a target entity that has an aggregatefair market value of at least 80%of the ba

87、lance in our trust account(excluding taxes payable on the income earned onthe deposit account)at the time of the agreement to enter into such initial business combination;“ordinary shares”are to our ordinary shares,par value$0.0001 per share;“Companies Act”are to the Companies Act(Revised)of the Cay

88、man Islands,as the same may be amended from timeto time;“founder shares”are to the 2,875,000 ordinary shares initially purchased by our Sponsor in a private placement prior tothis offering(including up to an aggregate of 375,000 ordinary shares subject to forfeiture depending on the extent towhich t

89、he underwriters over-allotment option is not exercised in full or in part);“EBC founder shares”are to 200,000 ordinary shares that we issued to EarlyBirdCapital,Inc.in a private placementprior to this offering(for the avoidance of doubt,such ordinary shares will not be“public shares”);“initial busin

90、ess combination”are to our merger,share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more target businesses or entities that together have a fair market value equalto at least 80%of the balance in our trust account(less any taxes payable on inte

91、rest earned)at the time of our signing adefinitive agreement for such business combination;“insiders”and“initial shareholders”are to the Sponsor,directors,officers and any holders of our founder shares prior toconsummation of this offering(or their permitted transferees);“management team”are to Mr.R

92、obert Labbe and our independent director nominees(Mr.Daniel M.McCabe,Mr.PingZhang,and Ms.Qi Gong),collectively;“Post-offering Memorandum and Articles of Association”are to the amended and restated memorandum and articles ofassociation of the Company to be adopted and with effect from the date of thi

93、s prospectus;“private placement shares”and“private shares”are to the ordinary shares included in our private units;“private rights”are to the rights included in our private units;“private units”are to the units,each consisting of one ordinary share and one right,that our Sponsor andEarlyBirdCapital,

94、Inc.are purchasing in a private placement concurrent with the consummation of this offering;“public shares”are to ordinary shares included in the public units that are registered and described herein as a part ofour public offering(whether they are purchased in this offering or thereafter in the ope

95、n market);“public shareholders”are to the holders of our public shares;12025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm9/174Table of contents “public units”are to the 7,500,00

96、0 units(or 8,625,000 units if the underwriters over-allotment option is exercised infull)offered to the public investors as described in the registration statement of which this prospectus forms a part,which are comprised of one ordinary share and one right;“public rights”are to our rights sold as p

97、art of the units in this offering(whether they are purchased in this offering orthereafter in the open market);“permitted withdrawals”are to amounts withdrawn from interest earned on the trust account(and not from the principalheld in the trust account)to pay our taxes,if any;“Sponsor”is to Pelican

98、Sponsor LLC;“working capital loans”are to certain loans to be extended by our initial shareholders,officers and directors or theiraffiliates in order to meet our working capital needs following the consummation of this offering if the funds not held inthe trust account are insufficient.Our initial s

99、hareholders,officers and directors or their affiliates may,but are notobligated to,loan us funds,from time to time or at any time,in whatever amount they deem reasonable in their solediscretion.Each loan would be evidenced by a promissory note.The notes would either be paid upon consummation ofour i

100、nitial business combination,without interest,or at the holders discretion,up to$1,500,000 of the notes may beconverted into private units at a price of$10.00 per unit(which,for example,would result in the holders being issued150,000 units,comprised of 150,000 ordinary shares and 150,000 rights).If w

101、e do not complete a businesscombination,the loans will only be repaid with funds not held in the trust account,to the extent available;“$,”“US$”and“U.S.dollar”each refer to the United States dollar.All references in this prospectus to shares of the Company being forfeited shall take effect as surren

102、ders for no consideration ofsuch shares as a matter of Cayman Islands law.Any share dividends described in this prospectus will take effect as a sharecapitalization as a matter of Cayman Islands law.Except as specifically provided otherwise,the information in this prospectusassumes that the underwri

103、ters will not exercise their over-allotment option.Our Company General We are a newly formed blank check company incorporated as a Cayman Islands exempted company on July 23,2024 under thelaws of the Cayman Islands with limited liability,formed for the purpose of effecting a merger,share exchange,as

104、setacquisition,share purchase,recapitalization,reorganization or similar business combination with one or more businesses orentities,which we refer to throughout this prospectus as our initial business combination.Our efforts to identify a prospectivetarget business will not be limited to a particul

105、ar geographic region or industry,although we intend to primarily focus on targetbusinesses within the technology industry globally.We do not have any specific business combination under consideration andwe have not(nor has anyone on our behalf),directly or indirectly,contacted any prospective target

106、 business or had anysubstantive discussions,formal or otherwise,with respect to such a transaction with our company.Our ability to identify andevaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combinationtransaction candidate and the signif

107、icant competition may impact the attractiveness of the acquisition terms that we will be ableto negotiate.We will seek to capitalize on the significant contacts and experience of our management team,including Mr.Robert Labbe,ourChairman,Chief Executive Officer,Chief Financial Officer and director,an

108、d Mr.Ping Zhang,Mr.Daniel M.McCabe,and Ms.Qi Gong,each of whom will become a member of our board of directors upon the effectiveness of the registration statement ofwhich this prospectus forms a part.We believe we can leverage our teams track record to identify and execute attractiveacquisition oppo

109、rtunities.22025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm10/174Table of contents Robert Labbe has been serving as our Chief Executive Officer,Chief Financial Officer,Chairman

110、 and director since ourformation.Mr.Labbe is an attorney licensed in California and New York with over 30 years of experience in real estate.SinceJanuary 2010,Mr.Labbe has been a manager of MCAP Realty Advisors,LLC,a real estate advisory firm.From March 2012 toDecember 2021,Mr.Labbe was general coun

111、sel of Global Premier Development Inc.and Global Premier America,LLC,realestate development companies.In May 2003,Mr.Labbe co-founded Lenders Direct Capital,a nationwide mortgage banker andwholesale lender,and its retail affiliate Lenders Republic Financial,and served as their general counsel and ma

112、naging directoruntil December 2007.Previously,Mr.Labbe was a co-founder and partner at Mazda Butler LLP,a commercial and real estatelaw firm in California and First Allegiance Financial,a national specialty finance company,where he was the president andchairman.He has been serving as a member of the

113、 board of directors of Yotta Acquisition Corporation(Nasdaq:YOTA)(“Yotta”)since April 2022 and Quetta Acquisition Corporation(Nasdaq:QETA)(“Quetta”)since August 2023,each of which isa blank check company(like our company)that is seeking to consummate an initial business combination.Yotta executed ad

114、efinitive merger agreement for its business combination on August 20,2024.Quetta executed a definitive merger agreement forits initial business combination on February 14,2025.Ping Zhang will become one of our independent directors upon the effectiveness of the registration statement of which thispr

115、ospectus forms a part.Mr.Zhang has been serving as a member of the board of directors of Quartzsea Acquisition Corporation(Nasdaq:QSEA)(“Quartzsea”)since November 2024.Since November 2020,Mr.Zhang has served as the General Manager ofGreen Leaf Air Freight Inc.,a U.S.-based investment and air freight

116、 company.Prior to this role,he founded Shanghai TongliAdvertising Co.,Ltd.,an advertising company,and served as its General Manager from February 2006 to November 2020.Earlier in his career,Mr.Zhang founded Hunan Silver Fox Advertising Company,an advertising company in China,and servedas its General

117、 Manager.Daniel M.McCabe will become one of our independent directors upon the effectiveness of the registration statement of whichthis prospectus forms a part.Mr.McCabes legal career began as an assistant clerk of the Superior Court at Stamford from 1974to 1976,and since then he has had his own leg

118、al practice,Daniel McCabe LLC,a general practice law firm in Connecticutfounded in 1982.His work includes rendering legal advice to individuals and business entities concerning commercialtransactions,business organizations,and complex litigation.Mr.McCabe is also an Adjunct Professor of Business Law

119、 at SacredHeart University.Since September 1985,he has been serving as the managing partner at 1200 Summer Street Association.Hehas been serving as a member of the board of directors of Yotta since April 2022,Quetta since August 2023,Black Hawk sinceMarch 2024 and as a director for Quartzsea Acquisi

120、tion Corporation(“Quartzsea”),a special purpose acquisition corporationseeking to consummate its initial business combination,since March 2025.Mr.McCabe previously was the Chairman of theStamford Housing Authority,Co-chair of the Stamford Reapportionment Committee,Member of the Board of Parole for t

121、heState of Connecticut,Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford WaterPollution Control Authority.He also served as Corporation Counsel for the City of Stamford where he held the position of chieflegal counsel and advisor to Mayor Stanley Esposito

122、 of the City of Stamford.Qi Gong will become one of our independent directors upon the effectiveness of the registration statement of which thisprospectus forms a part.Ms.Gong has enjoyed a diverse career in both China and the United States across various domains.Ms.Gong has been serving as the Chie

123、f Executive Officer,Chief Financial Officer and Chairwoman of Quartzsea since November2024.In March 2024,Ms.Gong founded the American Wall Street Listed Group Inc.,a consulting company,and has beenserving as its Chief Executive Officer since such time.Ms.Gong was also the founder and has been servin

124、g as the ChiefExecutive Officer of American Information Technology Inc.,an information technology consulting company,sinceSeptember 2022.She was also the founder and has been serving as the Chief Executive Officer of U.S.China Health ProductsInc.,a marketing consulting company,since December 2021.In

125、 addition,Ms.Gong founded the U.S.-China Service Inc.,awealth management consulting company,in July 2018 and has been serving as its Chief Executive Officer since such time.Shehas been serving as a member of the board of directors of Yotta since April 2024 and Quetta since April 2024.Notwithstanding

126、 the foregoing,the past performance of our management team,or their respective affiliates,is not a guaranteeeither(i)that we will be able to identify a suitable candidate for our initial business combination and(ii)of success with respectto any business combination we may consummate.You should not r

127、ely on the historical record of our management teams ortheir respective affiliates performance as indicative of our future performance.Further,our officers and directors have no priorexperience consummating a business combination for a“blank check”company.32025/5/21 15:49sec.gov/Archives/edgar/data/

128、2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm11/174Table of contents Competitive Advantage Our management team consists of experienced professionals and senior operating executives who bring a unique backgroundand sk

129、ill set.We will seek to leverage our management teams proprietary network of relationships with corporate executives,private equity,venture and growth capital funds,investment banking firms,consultants,family offices,and large corporations inorder to source,acquire,and support the operations of the

130、business combination target.We believe our teams experienceinvesting and operating businesses globally will make us a preferred partner and allow us to source high-quality combinationtargets.We believe that we will be able to leverage the following competitive strengths in identifying,structuring,an

131、d consummating abusiness combination:An extensive network across several industries in the global markets which include longstanding relationships withexecutives,investors,entrepreneurs,and investment bankers and thus should provide us with access to proprietaryinvestment opportunities and deal flow

132、;Through their respective careers,our team has extensive experience in identifying,evaluating and executinginvestments in companies at various stages of their life cycle.We believe that the combined and complementaryexpertise of our team will allow us to structure and execute a highly attractive tra

133、nsaction;Our team has significant transaction experience completing large-scale domestic and cross-border transactions,involving acquirers and targets located across the U.S.and globally,which require industry and local regulatoryknowledge and creativity.Our Business Strategy and Acquisition Criteri

134、a We intend to focus our efforts on identifying and completing our initial business combination with a company that aligns withour teams experiences,expertise and network of relationships.Our business strategy is expected to be focused on potentialacquisition targets that exhibit compelling long-ter

135、m growth potential and highly defensible market positions.We believe thiswill allow us to generate a differentiated pipeline of acquisition opportunities and lead to executing a business combination withan attractive target company.We have identified the following general criteria and guidelines as

136、we evaluate prospective target companies.Large underpenetrated markets with favorable industry dynamics.We intend to actively look for suitable investmentopportunities with an enterprise value of approximately$180 million-$1 billion.We expect to prioritize targets that arealready benefiting from or

137、capitalizing on trends found within their respective sectors.Strong management team.The strength of the management team is expected to be an important component in ourreview process.We will seek to partner with a visionary,experienced and professional management team that can drivegrowth,strategic d

138、ecision making and long-term value creation.Defensible market position with sustainable competitive advantage.We intend to favor targets that have a strongcompetitive advantage or are category leaders in their respective verticals.We expect to target companies that havestrong intellectual property,t

139、echnology,or brand equity within their respective sectors and that can be furthermonetized on a global basis.Benefit from being a public company.We intend to focus on businesses that would benefit from being publicly tradedin the United States,including access to broader sources of capital and expan

140、ded market awareness.This improvedaccess to capital could allow the targets to accelerate growth,pursue new projects,retain and hire employees,andexpand into new geographies or businesses.42025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Arch

141、ives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm12/174Table of contents These criteria are not intended to be exhaustive.While we intend to use these criteria in evaluating the attractiveness of potentialbusiness combination opportunities,we may ultimately decide to enter into an initia

142、l business combination with a target businessthat does not meet these criteria.Any evaluation relating to the merits of a particular initial business combination may be based,to the extent relevant,on thesegeneral guidelines as well as other considerations,factors,and criteria that our management ma

143、y deem relevant.Acquisition Process In evaluating a prospective target business,we expect to conduct an extensive due diligence review which may encompass,asapplicable and among other things,meetings with incumbent management and employees,document reviews,interviews ofcustomers and suppliers,inspec

144、tion of facilities and a review of financial and other information about the target and its industry.We will also utilize our management teams operational and capital planning experience as a part of our analysis of any potentialtarget.We are not prohibited from pursuing an initial business combinat

145、ion with a target that is affiliated with our Sponsor,officers,ordirectors nor making the initial business combination through a joint venture or other form of shared ownership with ourSponsor,officers,or directors.We,or a committee of independent directors,will obtain an opinion from an independent

146、investment banking firm or another independent entity that commonly renders valuation opinions that such an initial businesscombination is fair to our company from a financial point of view.Our Chief Executive Officer and our independent director nominees have conflicts of interest with respect to e

147、valuating businesscombination targets because they have fiduciary and contractual duties to Quetta,Yotta,Black Hawk and Quartzsea althoughYotta executed a definitive merger agreement for its business combination on August 20,2024,Quetta executed a definitivemerger agreement for its initial business

148、combination on February 14,2025 and Black Hawk executed a definitive mergeragreement for its initial business combination on April 26,2025.These conflicts of interests may limit the number of potentialtargets that our management presents to us for purposes of completing a business combination.Specif

149、ically,if these individualsbecome aware of a business combination opportunity that falls within the line of business of any entity to which they have then-existing fiduciary or contractual obligations,they may be required to present such business combination opportunity to suchentity prior to presen

150、ting such business combination opportunity to us.For more details about our managements conflict of interests,see“Management-Conflicts of Interest”on page 95 of thisprospectus.Subject to his or her fiduciary duties under Cayman Islands law,none of the members of our management team whoare also emplo

151、yed by,or directors of,our Sponsor or its affiliates have any obligation to present us with any opportunity for apotential business combination of which they become aware.Our Sponsor and officers,directors,and director nominees are alsonot prohibited from sponsoring,investing or otherwise becoming i

152、nvolved with,any other blank check companies,including inconnection with their initial business combinations,prior to us completing our initial business combination.Our managementteam,in their capacities as directors,officers or employees of our Sponsor or its affiliates or in their other endeavors,

153、maychoose to present potential business combinations to the related entities described above,current or future entities affiliated withor managed by our Sponsor,or third parties,before they present such opportunities to us,subject to his or her fiduciary dutiesunder Cayman Islands law and any other

154、applicable fiduciary duties.No members of our management team have any obligation to present us with any opportunity for a potential businesscombination of which they become aware,unless presented to such member specifically in his or her capacity as an officer or adirector of the company.Members of

155、 our management team may be required to present potential business combinations to otherentities to whom they have fiduciary duties before they present such opportunities to us.Any knowledge or presentation of suchopportunities may therefore present conflicts of interest.52025/5/21 15:49sec.gov/Arch

156、ives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm13/174Table of contents Initial Business Combination We have 15 months from the consummation of this offering to consummate our initial business combinatio

157、n.If we anticipatethat we may be unable to consummate our initial business combination within such period,we may seek shareholder approval toamend Post-offering Memorandum and Articles of Association to extend the date by which we must consummate our initialbusiness combination.If we seek shareholde

158、r approval for an extension,our public shareholders will be offered an opportunityto redeem their shares at a per share price,payable in cash,equal to the aggregate amount then on deposit in the trust account,including interest(net of taxes payable),divided by the number of then issued and outstandi

159、ng public shares,subject toapplicable laws.There is no limit on the number of extensions that we may seek.If we determine not to extend,or fail to obtainshareholder approval to extend,the time period to consummate our initial business combination,and the time to consummate ourinitial business combin

160、ation expires,our Sponsors investment in our founder shares and our private units will be worthless.If we are unable to consummate our initial business combination within the time period available to us,we will,as promptly aspossible but not more than ten(10)business days thereafter,redeem 100%of ou

161、r outstanding public shares for a pro rata portionof the funds held in the trust account,including a pro rata portion of any interest earned on the funds held in the trust accountand not previously released to us pursuant to permitted withdrawals(and less up to$50,000 of interest for liquidation and

162、dissolution expenses),and then seek to liquidate and dissolve.However,we may not be able to distribute such amounts as aresult of claims of creditors which may take priority over the claims of our public shareholders.In the event of our liquidationand subsequent dissolution,the public and private ri

163、ghts will expire and will be worthless.Pursuant to Nasdaq listing rules,our initial business combination must occur with one or more target businesses that togetherhave an aggregate fair market value of at least 80%of the assets held in the trust account(excluding taxes payable)at the time ofthe agr

164、eement to enter into the initial business combination.We will either(1)seek shareholder approval of our initial business combination at a meeting called for such purpose,at whichshareholders may seek to redeem their shares,regardless of whether they vote for or against,or abstain from voting on,thep

165、roposed business combination,for their pro rata share of the aggregate amount then on deposit in the trust account(net of taxespayable),or(2)provide our shareholders with the opportunity to sell their shares to us by means of a tender offer(and therebyavoid the need for a shareholder vote)for an amo

166、unt equal to their pro rata share of the aggregate amount then on deposit in thetrust account(net of taxes payable),in each case subject to the limitations described herein.The decision as to whether we willseek shareholder approval of our proposed business combination or allow shareholders to sell

167、their shares to us in a tender offerwill be made by us,solely in our discretion,and will be based on a variety of factors such as the timing of the transaction andwhether the terms of the transaction would otherwise require us to seek shareholder approval.Any tender offer documents usedin connection

168、 with a business combination will contain substantially the same financial and other information about the initialbusiness combination as is required under the SECs proxy rules.We will consummate our initial business combination only ifwe seek shareholder approval,we obtain the approval of an ordina

169、ry resolution under Cayman Islands law,which requires theaffirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholdersown shar

170、es will own or acquire 100%of the equity interests or assets of the target business or businesses.We may,however,structure our initial business combination such that the post-transaction company owns less than 100%of such interests or assetsof the target business in order to meet certain objectives

171、of the target management team or shareholders or for other reasons,butwe will only complete such business combination if the post-transaction company owns 50%or more of the outstanding votingsecurities of the target or otherwise owns a controlling interest in the target sufficient for it not to be r

172、equired to register as aninvestment company under the Investment Company Act of 1940,as amended,or the Investment Company Act.Even if thepost-transaction company owns 50%or more of the voting securities of the target,our shareholders prior to our initial businesscombination may collectively own a mi

173、nority interest in the post-transaction company,depending on valuations ascribed to thetarget and us in the business combination transaction.For example,we could pursue a transaction in which we issue a substantialnumber of new shares in exchange for all of the outstanding shares of a target.In this

174、 case,we would acquire a 100%controllinginterest in the target.However,as a result of the issuance of a substantial number of new shares,our shareholders immediatelyprior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initialbusiness co

175、mbination.If less than 100%of the equity interests or assets of a target business or businesses are owned or acquiredby the post-transaction company,the portion of such business or businesses that is owned or acquired is what will be valued forpurposes of the 80%test.If the business combination invo

176、lves more than one target business,the 80%test will be based on theaggregate value of all of the target businesses and we will treat the target businesses together as the initial business combinationfor purposes of a tender offer or for seeking shareholder approval,as applicable.62025/5/21 15:49sec.

177、gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm14/174Table of contents The net proceeds of this offering released to us from the trust account upon the closing of our initial business combinatio

178、n maybe used as consideration to pay the sellers of a target business with which we complete our initial business combination.If ourinitial business combination is paid for using equity or debt securities,or not all of the funds released from the trust account areused for payment of the consideratio

179、n in connection with our initial business combination or used for redemption of our publicshares,we may use the balance of the cash released to us from the trust account following the closing for general corporatepurposes,including for maintenance or expansion of operations of the post-transaction b

180、usinesses,the payment of principal orinterest due on indebtedness incurred in completing our initial business combination,to fund the purchase of other companies orfor working capital.In addition,we may be required to obtain additional financing in connection with the closing of our initialbusiness

181、combination to be used following the closing for general corporate purposes as described above.There is no limitationon our ability to raise funds through the issuance of equity or equity-linked securities or through loans,advances or otherindebtedness in connection with our initial business combina

182、tion.Subject to compliance with applicable securities laws,wewould only complete such financing simultaneously with the completion of our initial business combination.As described in thesection titled“Underwriting(Conflicts of Interest),”we have granted EBC a right of first refusal to act as book ru

183、nning manager,placement agent and/or arranger for all financings where we seek to raise equity,equity-linked,debt or mezzanine financingsrelating to or in connection with an initial business combination.We are otherwise not a party to any arrangement orunderstanding with any third party with respect

184、 to raising any additional funds through the sale of securities or otherwise.Noneof our Sponsor,officers,directors or shareholders is required to provide any financing to us in connection with or after our initialbusiness combination.Our Post-offering Memorandum and Articles of Association will prov

185、ide that,following this offering andprior to the consummation of our initial business combination,we will be prohibited from issuing additional securities thatwould entitle the holders thereof to(i)receive funds from the trust account or(ii)vote on any matter.Additional financing maybe required to f

186、und working capital needs,transaction costs,including as a result of obligations to redeem public shares inconnection with the initial business combination.Such financing could impact unaffiliated security holders in several ways.Forinstance,if equity securities are issued,it may dilute the ownershi

187、p interests of unaffiliated security holders,reducingproportional voting power and economic interest.The issuance of additional securities could also adversely affect the marketprice of our securities,particularly if the terms are unfavorable.If debt financing is incurred,the resulting financial obl

188、igationscould limit operational flexibility and negatively impact the value of existing securities.Additionally,financing through newsecurities may alter the security holder base and impact control dynamics.Our Post-Offering Memorandum and Articles of Association requires us to provide our public sh

189、areholders with the opportunityto redeem their shares for cash if we propose an amendment to our Post-offering Memorandum and Articles of Association(A)to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination,(B)to modify the substa

190、nce or timing of our obligation to redeem 100%of the ordinary shares issued in this offering if we donot complete our initial business combination within 15 months from the consummation of this offering or(C)with respect toany other provision relating to shareholders rights or pre-initial business c

191、ombination activity.On August 22,2024,our Sponsor paid$25,000 in exchange for 2,875,000 ordinary shares.Such founder shares include anaggregate of up to 375,000 ordinary shares that will be subject to forfeiture to the extent that the underwriters over-allotmentoption is not exercised in full or in

192、part.The number of founder shares issued was determined based on the expectation that thefounder shares would represent approximately 25%of the outstanding shares after this offering(excluding the private shares andthe EBC founder shares).None of our Sponsor,officers,nor directors has expressed an i

193、ntention to purchase any units in thispublic offering.The founder shares will be worthless if we do not complete an initial business combination,especially because,pursuant to letter agreement,the holders of the Sponsor shares and private units have or will have waived their right to claimfunds held

194、 in the trust account in connection with any redemption of shares.Holders of founder shares and the Sponsors privateunits have agreed(A)to vote any shares owned by them in favor of any proposed initial business combination(if permitted bylaw or regulation)and(B)not to redeem any founder shares in co

195、nnection with a shareholder vote to approve a proposed initialbusiness combination.In addition,we may obtain loans from our Sponsor,affiliates of our Sponsor or an officer or director.Ifour business combination is not consummated,any loans from our Sponsor will not be repaid.Furthermore,our officers

196、 anddirectors,or any of their respective affiliates,will be reimbursed for any out-of-pocket expenses incurred in connection withactivities on our behalf such as identifying potential target businesses and performing due diligence on suitable businesscombinations.Reimbursement for such expenses prio

197、r to the consummation of our initial business combination will be paid byus only from funds outside of our trust account and from loans by our Sponsor and interest earned on the trust account.There isno cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activit

198、ies on our behalf.72025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm15/174Table of contents In addition,our Sponsor,officer and directors have entered into a letter agreement wi

199、th us,pursuant to which they have agreedto waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail tocomplete our initial business combination within 15 months from the consummation of this offering,although they will beentitled

200、to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete ourinitial business combination within the prescribed time frame.Recent Developments On February 5,2025,the Companys shareholders approved,through a special resolution,to amend its

201、memorandum andarticles of association to change its fiscal year end from August 31 to January 31.This amendment was filed with the CaymanIslands Registrar of Companies on February 14,2025 and became effective on February 21,2025.Corporate Information Our principal office is located at 1185 Avenue of

202、 the Americas,Suite 304,New York,NY 10036,and our telephone number is(212)612-1400.We are an“emerging growth company,”as defined in Section 2(a)of the Securities Act of 1933,as amended,or the SecuritiesAct,as modified by the Jumpstart Our Business Startups Act of 2012,or the JOBS Act.As such,we are

203、eligible to takeadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not“emerging growth companies”including,but not limited to,not being required to comply with the auditor attestationrequirements of Section 404 of the Sarbanes-O

204、xley Act of 2002,or the Sarbanes-Oxley Act,reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statements,and exemptions from the requirements ofholding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute

205、 payments notpreviously approved.If some investors find our securities less attractive as a result,there may be a less active trading market forour securities and the prices of our securities may be more volatile.Section 107 of the JOBS Act also provides that an“emerging growth company”can take adva

206、ntage of the extended transitionperiod provided in Section 7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards.In otherwords,an“emerging growth company”can delay the adoption of certain accounting standards until those standards wouldotherwise apply to private comp

207、anies.We intend to take advantage of the benefits of this extended transition period.We will remain an emerging growth company until the earlier of(1)the last day of the fiscal year(a)following the fifthanniversary of the completion of this offering,(b)in which we have total annual gross revenue of

208、at least$1.235 billion,or(c)inwhich we are deemed to be a large accelerated filer,which means the market value of our ordinary shares that is held by non-affiliates exceeds$700 million as of the end of that years second fiscal quarter,and(2)the date on which we have issued morethan$1.0 billion in no

209、n-convertible debt securities during the prior three-year period.References herein to“emerging growthcompany”shall have the meaning associated with it in the JOBS Act.Additionally,we are a“smaller reporting company”as defined in Rule 10(f)(1)of Regulation S-K.Smaller reporting companiesmay take adva

210、ntage of certain reduced disclosure obligations,including,among other things,providing only two years ofaudited financial statements.We will remain a smaller reporting company until the last day of the fiscal year in which(1)themarket value of our ordinary shares held by non-affiliates exceeds$250 m

211、illion as of the end of that years second fiscal quarter,or(2)our annual revenues exceed$100 million during such completed fiscal year and the market value of our ordinary sharesheld by non-affiliates exceeds$700 million as of the end of that years second fiscal quarter.Private Placement On August 2

212、2,2024,our Sponsor acquired an aggregate of 2,875,000 founder shares for an aggregate purchase price of$25,000.These founder shares include an aggregate of up to 375,000 founder shares that are subject to forfeiture to the extent that theunderwriters over-allotment option is not exercised in full or

213、 in part,so that the founder shares will represent 25%of our issuedand outstanding shares after this offering(excluding the private shares and the EBC founder shares).82025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/20374

214、31/000182912625003822/pelicanacq_s1a.htm16/174Table of contents On September 30,2024,EarlyBirdCapital entered into a securities subscription agreement with us to purchase an aggregate of500,000 EBC founder shares from us for an aggregate purchase price of$4,348.Subsequently on January 10,2025,EarlyB

215、irdCapital agreed to reduce the subscription amount by 300,000 EBC founder shares for no consideration,resulting inthere being an aggregate of 200,000 EBC founder shares outstanding.None of the EBC founder shares may be transferred,assigned or sold(except to the same permitted transferees as the fou

216、nder shares and provided the transferees agree to the sameterms and restrictions as the permitted transferees of the founder shares must agree to,each as described herein)until theconsummation of an initial business combination.In addition,our Sponsor and EarlyBirdCapital have committed that they an

217、d/or their designees will purchase an aggregate of276,250 private units at$10.00 per private unit(for a total purchase price of$2,762,500)from us(201,250 private units to bepurchased by our Sponsor and 75,000 private units to be purchased by EarlyBirdCapital or its designees)at a price of$10.00 peru

218、nit.Our Sponsor and EarlyBirdCapital have also agreed that if the over-allotment option is exercised by the underwriters in fullor in part,they and/or their designees will purchase from us up to an additional 22,500 private units on a pro rata basis(up to11,250 private units to be purchased by our S

219、ponsor and up to 11,250 private units to be purchased by EarlyBirdCapital or itsdesignees)at a price of$10.00 per unit in an amount that is necessary to maintain in the trust account$10.00 per unit sold to thepublic in this offering.Sponsor Information Our Sponsor is a Delaware limited liability com

220、pany,which was formed to invest in us.Although our Sponsor is permitted toundertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law,our Sponsorsbusiness is focused on investing in us.The following table sets forth the payments to be received by our

221、Sponsor and its affiliates from us prior to or in connection withthe completion of our initial business combination and the securities issued and to be issued by us to our Sponsor or its affiliates:Amount of Compensation to be Received orSecurities Issued or to be Issued Consideration Paid or to be

222、Paid2,875,000 ordinary shares$25,000201,250 private units$2,012,500Up to$700,000 Loans of the same amount to pay for expenses of this offering$20,000 per month Office space and administrative servicesUndetermined,of which up to$1,500,000 may be converted,at the discretion of the holder,into private

223、units at a price of$10.00 per unit Additional loans to be made by Sponsor,officers,directors ortheir affiliatesUndetermined Reimbursement for any out-of-pocket expenses related toidentifying,investigating and completing an initial businesscombination$350,000 Fee owed to Celine&Partners,PLLC(“Celine”

224、),which iscontrolled by Mr.Hui Chen,the husband of Ms.Chen Chen,who controls the Sponsor,for legal representation for thisoffering$10,000 per month Monthly retainer for ongoing legal representation followingthe consummation of this offering Because our Sponsor acquired the founder shares at a nomina

225、l price,our public shareholders will incur immediate andsubstantial dilution upon the closing of this offering.See the section titled“Risk Factors Risks Relating to our Securities The value of the founder shares following completion of our initial business combination is likely to be substantiallyhi

226、gher than the nominal price paid for them,even if the trading price of our ordinary shares at such time is substantiallyless than$10.00 per share.”Additionally,our Sponsor has agreed to loan us up to$700,000 to be used for a portion of theexpenses of this offering,which amount will be repaid upon cl

227、osing of this offering.We will also reimburse our Sponsor$20,000 per month until the consummation of the initial business combination for office space and administrative services madeavailable to us,each as described elsewhere in this prospectus.92025/5/21 15:49sec.gov/Archives/edgar/data/2037431/00

228、0182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm17/174Table of contents Pursuant to a letter agreement to be entered with us,each of our Sponsor,director nominees and officers has agreed torestrictions on the ability to transfer,

229、assign,or sell the founder shares and private units owned by them,if any,as summarized inthe table below:Subject Shares Persons Subject toRestrictions Expiration Date Exceptions to TransferRestrictionsFounder SharesSponsor,director nominees,officers and transferees180 days following theconsummation

230、of our initialbusiness combination.Transfers permitted(a)to ourofficers,directors any affiliateor family member of any of ouror the underwriters officers,directors,any members orpartners of the sponsor or theiraffiliates and funds andaccounts advised by suchmembers or partners,anyaffiliates of the s

231、ponsor,or anyemployees of such affiliates,(b)in the case of an individual,as agift to such persons immediatefamily or to a trust,thebeneficiary of which is amember of such personsimmediate family,an affiliate ofsuch person or to a charitableorganization;(c)in the case ofan individual,by virtue of la

232、wsof descent and distribution upondeath of such person;(d)in thecase of an individual,pursuantto a qualified domestic relationsorder;(e)by private sales ortransfers made in connectionwith any forward purchaseagreement or similararrangement,in connectionwith an extension of thecompletion window or in

233、connection with theconsummation of a businesscombination at prices no greaterthan the price at which theshares or warrants wereoriginally purchased;(f)prorata distributions from oursponsor or the underwriters totheir respective members,partners or shareholderspursuant to our sponsorslimited liabilit

234、y companyagreement or other charterdocuments;102025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm18/174Table of contents Subject Shares Persons Subject toRestrictions Expiration

235、Date Exceptions to TransferRestrictions (g)by virtue of the laws of theCayman Islands or oursponsors limited liabilitycompany agreement upondissolution of our sponsor orupon dissolution of any of theunderwriters,(h)in the event ofour liquidation prior to ourconsummation of our initialbusiness combin

236、ation;(i)to anominee or custodian of aperson or entity to whom atransfer would be permissibleunder clauses(a)through(g);or(j)to us for cancellation;provided,however,that in thecase of clauses(a)through(g)and clause(i)these permittedtransferees must enter into awritten agreement agreeing tobe bound b

237、y these transferrestrictions and the otherrestrictions contained in theletter agreements.Private units Sponsor,directors,officers andtransferees 30 days after the completionof our initial businesscombination Same as above In addition,in order to facilitate our initial business combination(including

238、in connection with a related PIPE financing)or forany other reason determined by our Sponsor in its sole discretion,our Sponsor may surrender or forfeit,transfer or exchange ourfounder shares,private placement warrants or any of our other securities,including for no consideration,as well as subject

239、anysuch securities to earn-outs or other restrictions,or otherwise amend the terms of any such securities or enter into any otherarrangements with respect to any such securities.112025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edga

240、r/data/2037431/000182912625003822/pelicanacq_s1a.htm19/174Table of contents THE OFFERING In making your decision as to whether to invest in our securities,you should take into account not only the backgrounds of themembers of our management team,but also the special risks we face as a blank check co

241、mpany and the fact that this offering isnot being conducted in compliance with Rule 419 as promulgated under the Securities Act.You therefore will not be entitled toprotections normally afforded to investors in Rule 419 blank check offerings.You should carefully consider these and the otherrisks set

242、 forth in the section below entitled“Risk Factors”beginning on page 32 of this prospectus.Securities offered 7,500,000 units at$10.00 per unit,each unit consisting of:One ordinary share,and One right.Proposed Nasdaq symbols We anticipate that the units,the ordinary shares,and the rights,once they be

243、gin separatetrading,will be listed on the Nasdaq under the symbols,units:PELIU;ordinary shares:PELI;rights:PELIR.Trading commencement andseparation of ordinary sharesand rights Each of the ordinary shares and rights may trade separately on the 90th day after the dateof this prospectus unless EarlyBi

244、rdCapital determines that an earlier date is acceptable(based upon,among other things,its assessment of the relative strengths of the securitiesmarkets and small capitalization companies in general,and the trading pattern of,anddemand for,our securities in particular).In no event will EarlyBirdCapit

245、al allow separatetrading of the ordinary shares and rights prior to our filing of an audited balance sheetwith the SEC which evidences our receipt of the gross proceeds from this offering.Wewill also include in the Form 8-K,or amendment thereto,or in a subsequent Form 8-K,information indicating if E

246、arlyBirdCapital has allowed separate trading of the ordinaryshares and rights prior to the 90th day after the date of this prospectus.Once the ordinary shares and rights commence separate trading,holders will have theoption to continue to hold units or separate their units into their component piece

247、s.Holders will need to have their brokers contact our transfer agent in order to separate theunits into separately traded ordinary shares and rights.We will file a current report on Form 8-K with the SEC,including an audited balancesheet,promptly upon the consummation of this offering,which is antic

248、ipated to take placetwo business days from the date the units commence trading.The audited balance sheetwill reflect our receipt of the proceeds from the exercise of the over-allotment option ifthe over-allotment option is exercised on the date of this prospectus.If the over-allotmentoption is exerc

249、ised after the date of this prospectus,we will file an amendment to theCurrent Report on Form 8-K or a new Current Report on Form 8-K to provide newfinancial information to reflect the exercise of the over-allotment option.We will alsoinclude in the Current Report on Form 8-K,or amendment thereto,or

250、 in a subsequentcurrent report on Form 8-K,information indicating if EarlyBirdCapital has allowedseparate trading of the ordinary shares and rights prior to the 90th day after the date ofthis prospectus.122025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/

251、www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm20/174Table of contents Units:Number outstanding before thisoffering 0 Number outstanding after thisoffering and privateplacement 7,776,250(1)Ordinary shares:Number outstanding before thisoffering 3,075,000 ordinary shares(

252、2)Number outstanding after thisoffering and privateplacement offering 10,476,250 ordinary shares(3)Rights:Number of Rights outstandingbefore this offering 0 Number of Rights outstandingafter this offering and privateplacement 7,776,250(3)Terms of Rights:Except in cases where we are not the surviving

253、 company in an initial businesscombination,each right shall automatically convert into one-tenth of one ordinary shareupon consummation of our initial business combination.In the event we will not be thesurviving company upon completion of our initial business combination,each holder of aright will

254、be required to affirmatively convert his,her or its rights in order to receive theone-tenth(1/10)of an ordinary share of the new entity underlying each right uponconsummation of the initial business combination.We will not issue fractional shares inconnection with an exchange of rights.Fractional sh

255、ares will either be rounded down tothe nearest whole share or otherwise determined by the board of directors as provided byCayman Islands laws.As a result,you must hold rights in multiples of ten in order toreceive shares for all of your rights upon closing of an initial business combination.If wear

256、e unable to complete an initial business combination within the required time period,and we redeem the public shares for the funds held in the trust account,holders of rightswill not receive any of such funds for their rights and the rights will expire worthless.(1)This assumes no exercise of the un

257、derwriters over-allotment option.(2)Represents 2,875,000 founder shares(including up to an aggregate of 375,000 ordinary shares subject to forfeituredepending on the extent to which the underwriters over-allotment option is not exercised in full or in part)and 200,000EBC founder shares.(3)The number

258、s assume that the underwriters over-allotment has not been exercised and an aggregate of 375,000 ordinaryshares held by our Sponsor have been forfeited.132025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/00018291262

259、5003822/pelicanacq_s1a.htm21/174Table of contents Founder shares and EBCfounder shares On August 22,2024,the Company and the Sponsor entered into a Securities SubscriptionAgreement,pursuant to which our Sponsor purchased 2,875,000 ordinary shares,for anaggregate purchase price of$25,000,or approxima

260、tely$0.0087 per ordinary share(or$0.01 in the case of the forfeiture of 375,000 shares if the over-allotment option is notexercised).Prior to the initial investment in the company of$25,000 by our Sponsor,thecompany had no assets,tangible or intangible.The number of founder shares issued wasdetermin

261、ed based on the expectation that the founder shares would representapproximately 25%of the outstanding shares after this offering(excluding the privateshares and the EBC founder shares).None of our Sponsor,officers,nor directors hasexpressed an intention to purchase any units in this public offering

262、.We will effect a stockdividend or share contribution prior to this offering should the size of the offering change,in order to maintain such ownership percentage.On September 30,2024,EarlyBirdCapital entered into a securities subscription agreementwith us to purchase an aggregate of 500,000 EBC fou

263、nder shares from us for an aggregatepurchase price of$4,348.Subsequently on January 10,2025,EarlyBirdCapital agreed toreduce the subscription amount by 300,000 EBC founder shares for no consideration,resulting in there being an aggregate of 200,000 EBC founder shares outstanding.The founder shares a

264、nd EBC founder shares are identical to the ordinary shares includedin the units being sold in this offering,except that:the founder shares and EBC founder shares are subject to certain transferrestrictions,as described in more detail below;the holders of the founder shares(but not the holders of the

265、 EBC founder shares)have agreed to vote any founder shares and private shares held by them and,subject to applicable securities laws,any public shares purchased in or after thisoffering in favor of our initial business combination;and our Sponsor,officers and directors have entered into a letter agr

266、eement with us,pursuant to which they have agreed to(i)waive their redemption rights withrespect to any founder shares and public shares they hold in connection with thecompletion of our initial business combination,(ii)waive their redemption rightswith respect to any founder shares and public share

267、s they hold in connection witha shareholder vote to approve an amendment to our Post-offering Memorandumand Articles of Association(A)to modify the substance or timing of the abilityof holders of our public shares to seek redemption in connection with our initialbusiness combination or our obligatio

268、n to redeem 100%of our public shares ifwe do not complete our initial business combination within 15 months from theconsummation of this offering or(B)with respect to any other provision relatingto shareholders rights or pre-initial business combination activity and(iii)waivetheir rights to liquidat

269、ing distributions from the trust account with respect to anyfounder shares they hold if we fail to complete our initial business combinationwithin 15 months from the consummation of this offering,although they will beentitled to liquidating distributions from the trust account with respect to anypub

270、lic shares they hold if we fail to complete our initial business combinationwithin the prescribed time frame.Permitted transferees of the founder sharesheld by our Sponsor,officers,directors,and director nominees would be subjectto the same restrictions;and the founder shares and EBC founder shares

271、are entitled to registration rights.142025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm22/174Table of contents Transfer restrictions on foundershares and EBC foundershares Our S

272、ponsor and initial shareholders have agreed not to transfer,assign,or sell any of thefounder shares(except to certain permitted transferees)until the 180th day following theconsummation of an initial business combination or earlier if,subsequent to our initialbusiness combination,we complete a liqui

273、dation,merger,stock exchange or other similartransaction which results in all of our shareholders having the right to exchange theirordinary shares for cash,securities,or other property.The EBC founder shares may not be transferred,assigned or sold(except to the samepermitted transferees as the foun

274、der shares and provided the transferees agree to the sameterms and restrictions as the permitted transferees of the founder shares must agree to,each as described herein)until the consummation of an initial business combination.Private placement units Our Sponsor and EarlyBirdCapital have committed,

275、pursuant to written agreements,topurchase an aggregate of 276,250 private units(201,250 private units to be purchased byour Sponsor and 75,000 private units to be purchased by EarlyBirdCapital and itsdesignees)at a price of$10.00 per unit in a private placement that will occursimultaneously with the

276、 consummation of this offering.If the over-allotment option isexercised by the underwriters in full or in part,our Sponsor and EarlyBirdCapital willpurchase from us up to an additional 22,500 private units on a pro rata basis(up to 11,250private units to be purchased by our Sponsor and up to 11,250

277、private units to bepurchased by EarlyBirdCapital and its designees)in an amount necessary to maintain$10.00 per share in the trust account.A portion of the proceeds derived from the sale ofthe private units will be added to the proceeds from this offering,which together will beheld in the trust acco

278、unt such that,upon the consummation of this offering,$75 million(or$86.25 million if the underwriter exercises its over-allotment option in full)will beheld in the trust account.Each of the private units sold by way of private placement will be identical to the publiclyoffered units described in thi

279、s prospectus,except that the purchasers of the private unitshave agreed to waive their redemption rights with respect to their private shares:(i)inconnection with the consummation of the initial business combination;(ii)in connectionwith a shareholder vote to amend the terms of our Post-offering Mem

280、orandum andArticles of Association which specify(a)the substance or timing of our obligation topermit the redemption of shares in connection with our initial business combination,(b)the requirement to redeem 100%of our public shares if we do not complete our initialbusiness combination within 15 mon

281、ths from the consummation of this offering,or(c)with respect to any other provision relating to shareholders rights or pre-initial businesscombination activity;and,(iii)if we fail to consummate a business combination within 15months from the consummation of this offering(or if we liquidate prior to

282、the expirationof the prescribed period.152025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm23/174Table of contents Transfer restrictions on theprivate placement units Subject to

283、any applicable law to which we and the Sponsor will comply,the private units(including the private shares)held by our Sponsor will not be transferable,assignable orsalable until 30 days after the completion of our initial business combination(except asdescribed under the section of this prospectus e

284、ntitled“Description of SecuritiesPrivate Units Sold in the Private Placement”).Proceeds to be held in the trustaccount Nasdaq rules provide that at least 90%of the gross proceeds from this offering must bedeposited into a trust account.Of the net proceeds of this offering and the sale of theprivate

285、units,$10.00 per unit will be placed into a trust account in the United States withContinental Stock Transfer&Trust Company acting as trustee.The funds in the trust account will be invested only in specified U.S.government treasurybills or in specified money market funds.Except with respect to inter

286、est earned on the funds held in the trust account that may bereleased to us pursuant to permitted withdrawals(and less up to$50,000 of interest forliquidation and dissolution expenses),our Post-offering Memorandum and Articles ofAssociation and the trust agreement to be entered into among the compan

287、y andContinental Stock Transfer&Trust Company provide that the proceeds from this offeringwill not be released from the trust account until the earliest of:(a)the completion of our initial business combination;(b)the redemption of any public shares properly submitted in connection with ashareholder

288、vote to amend our Post-offering Memorandum and Articles ofAssociation to(i)modify the substance or timing of our obligation to provide forthe redemption of our public shares in connection with an initial businesscombination or to redeem 100%of our public shares if we do not complete ourinitial busin

289、ess combination within 15 months from the consummation of thisoffering or(ii)with respect to any other material provisions relating toshareholders rights or pre-initial business combination activity;and,(c)the redemption of our public shares if we are unable to complete our initialbusiness combinati

290、on within 15 months from the consummation of this offering,subject to applicable law.The proceeds deposited in the trust account could be subject to the claims of our creditors,if any,which could have priority over the claims of our public shareholders;although wewill generally seek to require that

291、creditors waive their right to make claims against theproceeds held in the trust account.Anticipated expenses andfunding sources Unless and until we complete our initial business combination,no proceeds held in thetrust account will be available for our use except for permitted withdrawals.The proce

292、edsheld in the trust account will be held in demand deposit or cash accounts or invested onlyin U.S.government securities with a maturity of 185 days or less or in money marketfunds meeting certain conditions under Rule 2a-7 under the Investment Company Actwhich invest only in direct U.S.government

293、treasury obligations.We will disclose in eachquarterly and annual report filed with the SEC prior to our initial business combinationhow the funds in the trust account are being held.162025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives

294、/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm24/174Table of contents Unless and until we complete our initial business combination,we may pay our expensesonly from:$650,000 in working capital not held in trust that will be available to us from thenet proceeds of this offering and the sal

295、e of the private placement units(which isthe amount of funds estimated to be available after the payment of approximately$612,500 in expenses relating to this offering(excluding the underwritingdiscounts totaling$1,500,000 or,$1,725,000 if the over-allotment option isexercised in full);and any worki

296、ng capital loans or additional investments from our Sponsor,membersof our management team or their affiliates,or other third parties,although theyare under no obligation to advance funds or invest in us(and,provided that,anysuch loans will not have any claim on the proceeds held in the trust account

297、unless such proceeds are released to us upon completion of a businesscombination).Shareholder approval of,ortender offer in connectionwith,initial businesscombination In connection with any proposed initial business combination,we will either:(1)seekshareholder approval of such initial business comb

298、ination at a meeting called for suchpurpose at which shareholders may seek to redeem their shares for that pro rata amount ofcash then on deposit in the trust account attributable to those shares,regardless of whetherthey vote for or against,or abstain from voting on,the proposed business combinatio

299、n;or(2)provide our shareholders with the opportunity to sell their shares to us by means of atender offer(and thereby avoid the need for a shareholder vote)for an amount equal totheir pro rata share of the aggregate amount then on deposit in the trust account(net oftaxes payable),in each case subjec

300、t to the limitations described herein.The decision as towhether we will seek shareholder approval of our proposed business combination or allowshareholders to sell their shares to us in a tender offer will be made by us,solely in ourdiscretion,and will be based on a variety of factors such as the ti

301、ming of the transactionand whether the terms of the transaction would otherwise require us to seek shareholderapproval.If we provide shareholders with the opportunity to sell their shares to us bymeans of a tender offer,we will file tender offer documents with the SEC which willcontain substantially

302、 similar financial and other information about the initial businesscombination as is required under the SECs proxy rules.If we seek shareholder approvalof our initial business combination,we will consummate the business combination only ifa majority of the outstanding ordinary shares voted are voted

303、 in favor of the businesscombination.172025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm25/174Table of contents For example,the proposed business combination may require:(i)cash

304、 consideration to bepaid to the target or its owners,(ii)cash to be transferred to the target for working capitalor other general corporate purposes,or(iii)the retention of cash to satisfy otherconditions in accordance with the terms of the proposed business combination.In theevent the aggregate cas

305、h consideration needed to satisfy cash conditions pursuant to theterms of the proposed business combination exceeds the aggregate amount of cashavailable to us(including any cash we may obtain from financing from third parties or ourinsiders or their affiliates,which may not be available on terms ac

306、ceptable to us or at all),we will not complete the business combination(as we may be required to have a lessernumber of shares redeemed).As a result,we may not be able to locate another suitabletarget within the applicable time period,if at all.If we seek shareholder approval of abusiness combinatio

307、n and if a significant number of public shareholders properly seek toredeem their public shares in connection with a proposed business combination,we or ourinsiders or their affiliates could purchase some or all of such shares in the open market orin private transactions in order to seek to satisfy

308、the cash conditions.However,they haveno current commitments,plans or intentions to engage in such transactions and have notformulated any terms or conditions for any such transactions.No funds from the trustaccount can be released from the trust account prior to the consummation of the initialbusine

309、ss combination to make such purchases.We do not currently anticipate that suchpurchases,if any,would constitute a tender offer subject to the tender offer rules under theExchange Act or a going-private transaction subject to the going-private rules under theExchange Act;however,if the purchasers det

310、ermine at the time of any such purchases thatthe purchases are subject to such rules,the purchasers will comply with such rules.Notwithstanding the foregoing,we or our insiders and their affiliates will not makepurchases of ordinary shares if the purchases would violate Sections 9(a)(2)or 10(b)ofthe

311、 Exchange Act or Regulation M,which are rules that prohibit manipulation of acompanys stock,and we and they will comply with Rule 10b-18 under the Exchange Actin connection with any open-market purchases.If purchases cannot be made withoutviolating applicable law,no such purchases will be made.Condi

312、tions to completing ourinitial business combination We will have up to 15 months from the consummation of this offering to consummate aninitial business combination.There is no limitation on our ability to raise funds privately or through loans inconnection with our initial business combination.Our

313、initial business combination mustoccur with one or more target businesses that together have an aggregate fair market valueof at least 80%of the value of the funds held in the trust account(excluding taxes payableon the income earned on the trust account)at the time of the agreement to enter into th

314、einitial business combination.If we are no longer listed on Nasdaq,we will not be requiredto satisfy the 80%test.However,we intend to satisfy the requirement of the 80%testeven if our securities are not listed on Nasdaq at the time of our initial businesscombination because this is a requirement in

315、our Post-offering Memorandum and Articlesof Association which may only be avoided pursuant to an affirmative shareholder vote toamend the certificate.We do not intend to purchase multiple businesses in unrelatedindustries in conjunction with our initial business combination.182025/5/21 15:49sec.gov/

316、Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm26/174Table of contents We anticipate structuring our initial business combination so that the post-transactioncompany in which our public shareholders

317、 own shares will own or acquire 100%of theequity interests or assets of the target business or businesses.However,we may structureour initial business combination so that the post-transaction company owns or acquiresless than 100%of such interests or assets of the target business in order to meet ce

318、rtainobjectives of the target management team or shareholders,or for other reasons.However,we will only complete an initial business combination if the post-transaction companyowns or acquires 50%or more of the outstanding voting securities of the target orotherwise acquires a controlling interest i

319、n the target sufficient for it not to be required toregister as an investment company under the Investment Company Act.Even if the post-transaction company owns or acquires 50%or more of the voting securities of the target,our shareholders prior to our initial business combination may collectively o

320、wn a minorityinterest in the post-transaction company,depending on valuations ascribed to the targetand us in the initial business combination.For example,we could pursue a transaction inwhich we issue a substantial number of new shares in exchange for all of the outstandingshares of a target.In thi

321、s case,we would acquire a 100%controlling interest in the target.However,as a result of the issuance of a substantial number of new shares,ourshareholders immediately prior to our initial business combination could own less than amajority of our outstanding shares subsequent to our initial business

322、combination.If lessthan 100%of the equity interests or assets of a target business or businesses are owned oracquired by the post-transaction company,the portion of such business or businesses thatis owned or acquired is what will be taken into account for purposes of Nasdaqs 80%test.If the initial

323、business combination involves more than one target business,the 80%test will be based on the aggregate value of all of the transactions and we will treat thetarget businesses together as our initial business combination for purposes of seekingshareholder approval or conducting a tender offer,as appl

324、icable.Permitted purchases of publicshares by our affiliates If we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to thetender offer rules,our Sponsor,initial shareholders,directors,officers

325、or their affiliatesmay purchase public shares in privately-negotiated transactions or in the open marketeither prior to or following the completion of our initial business combination.There is nolimit on the number of shares our initial shareholders,directors,officers or their affiliatesmay purchase

326、 in such transactions,subject to compliance with applicable law and Nasdaqrules.192025/5/21 15:49sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/2037431/000182912625003822/pelicanacq_s1a.htm27/174Table of contents However,they have no c

327、urrent commitments,plans or intentions to engage in suchtransactions and have not formulated any terms or conditions for any such transactions.Ifthey engage in such transactions,they will not make any such purchases when they are inpossession of any material non-public information not disclosed to t

328、he seller or if suchpurchases are prohibited by Regulation M under the Exchange Act.Subsequent to theconsummation of this offering,we will adopt an insider trading policy which will requireinsiders to:(i)refrain from purchasing our securities during certain blackout periods whenthey are in possessio

329、n of any material non-public information and(ii)clear all trades ofcompany securities with a compliance officer prior to execution.We cannot currentlydetermine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan,as it will be dependent upon several factors,including but not

330、limited to,the timing andsize of such purchases.Depending on such circumstances,our insiders may either makesuch purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is notnecessary.We do not currently anticipate that such purchases,if any,would constitute atender offer subject to

331、the tender offer rules under the Exchange Act or a going-privatetransaction subject to the going-private rules under the Exchange Act;however,if thepurchasers determine at the time of any such purchases that the purchases are subject tosuch rules,the purchasers will comply with such rules.Any such p

332、urchases will bereported pursuant to Section 13 and Section 16 of the Exchange Act to the extent suchpurchasers are subject to such reporting requirements.None of the funds held in the trustaccount will be used to purchase shares in such transactions prior to completion of ourinitial business combin

333、ation.See“Proposed Business Permitted Purchases of OurSecurities”for a description of how our Sponsor,initial shareholders,directors,officers orany of their affiliates will select which shareholders to purchase securities from in anyprivate transaction.Our Sponsor,directors,officers or any of their affiliates will not makeany purchases if the purchases would violate Section 9(a)(2)or Rule 10b-5 of