Pelican Acquisition Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2025, is made and entered into by and among Pelican Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Pelican Sponsor LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
7,500,000 Units PELICAN ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks • New York
Pelican Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 22, 2025, by and between Pelican Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Robert Labbe (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 May 22, 2025Advisory Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Pelican Acquisition Corporation, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-286452) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PELICAN ACQUISITION CORPORATIONSecurities Subscription Agreement • May 1st, 2025 • Pelican Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 22, 2024 by and between Pelican Sponsor LLC, a Delaware Limited Liability Company (the “Subscriber” or “you”), and Pelican Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 ordinary shares, $0.0001 par value per share, up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Investment Management Trust AgreementInvestment Management Trust Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement between Pelican Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*] (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
RIGHTS AGREEMENTRights Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 22, 2025 between Pelican Acquisition Corp, a Cayman Islands company with its principal executive offices at 1185 Avenue of the Americas, Suite 304, NY 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of May 22, 2025 (the “Agreement”), by and among Pelican Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Pelican Sponsor LLC (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Escrow Agent”).
May 22, 2025 Pelican Acquisition Corporation New York, NY 10036 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • May 28th, 2025 • Pelican Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pelican Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one Share upon the consummation of an initial Business Combination. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (th
FORM OF COMPANY LOCK-UP AGREEMENT LOCK-UP AGREEMENTLock-Up Agreement • September 10th, 2025 • Pelican Acquisition Corp • Blank checks • Texas
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of September 9, 2025, by and among (i) Pelican Holdco, Inc. (the “Company”), a Texas corporation, (ii) Pelican Acquisition Corporation, a Cayman Islands exempted company with limited liability (“SPAC”), and (iii) the undersigned shareholders of the Company (each, a “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 10th, 2025 • Pelican Acquisition Corp • Blank checks • Texas
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 9, 2025, by Robert Price (the “Subject Party”) in favor of and for the benefit of Pelican Capital Acquisition Corporation, a Cayman Islands exempted company with limited liability (together with its successors, the “SPAC”), Pelican Holdco, Inc., a Texas corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present Affiliates, successors and direct and indirect Subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • September 10th, 2025 • Pelican Acquisition Corp • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 9, 2025 by and among Pelican Acquisition Corporation, a Cayman Islands exempted company with limited liability (together with its successors, “SPAC”), Greenland Exploration Limited, a Texas corporation (“Greenland”), March GL Company, a Texas corporation (“March GL” and, together with Greenland, the “Companies” and each individually, a “Company”), and each of the holders of Shareholder Shares (as defined below) (each, a “Shareholder” and collectively the “Shareholders”).
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • September 10th, 2025 • Pelican Acquisition Corp • Blank checks • Texas
Holdco, Purchaser, Pelican Merger Sub, Greenland, Greenland Merger Sub, March GL, and March GL Merger Sub are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meaning set forth in ARTICLE XIV.
FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • May 1st, 2025 • Pelican Acquisition Corp • Blank checks
This First Amendment (“First Amendment”) to the Administrative Service Agreement (as defined below) is made and entered into as of April 4, 2025, by and between Pelican Sponsor LLC, a Delaware limited liability Customer (the “Service Provider”) and Pelican Acquisition Corporation, a Cayman company (the “Customer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Administrative Service Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 10th, 2025 • Pelican Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 9, 2025 by and among Pelican Acquisition Corporation, a Cayman Islands exempted company with limited liability (together with its successors, “SPAC”), Greenland Exploration Limited, a Texas corporation (“Greenland”), March GL Company, a Texas corporation (“March GL” and, together with Greenland, the “Companies” and each individually, a “Company”), Pelican Sponsor LLC (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, together with the Sponsor, the “Founder Holders”).