Pelican Acquisition II Corp Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 23, 2026, by and between Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and Robert Labbe (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE, 2026], by and between Pelican Acquisition II Corporation, a Cayman Islands exempted corporation (the “Company”), and [ ] (“Indemnitee”).
7,500,000 Units PELICAN ACQUISITION II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
Pelican Acquisition II 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:
7,500,000 Units PELICAN ACQUISITION II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
Pelican Acquisition II 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:
EARLYBIRDCAPITAL, INC. New York, New York 10017 DATE, 2026Advisory Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Pelican Acquisition II 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. 333-296688) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of [DATE, 2026] (the “Agreement”), by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited (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”).
RIGHTS AGREEMENTRights Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2026 between Pelican Acquisition II Corporation, a Cayman Islands company with its principal executive offices at 1185 Avenue of the Americas, Suite 304, NY 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2026, is made and entered into by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited, a BVI limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”, 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”).
PELICAN ACQUISITION II CORPORATIONSecurities Subscription Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 13 by and between Pelican II Capital Solutions Limited, a BVI Limited Liability Company (the “Subscriber” or “you”), and Pelican Acquisition II 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:
Pelican Acquisition II Corporation New York, NY 10036 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • June 16th, 2026 • Pelican Acquisition II 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 II Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Underwriter”) as 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 (the “Commission”) and the Company shall apply to have the Un
Investment Management Trust AgreementInvestment Management Trust Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement between Pelican Acquisition II 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.
July 23, 2026 Pelican Acquisition II Corporation New York, NY 10036 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • July 31st, 2026 • Pelican Acquisition II 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 II 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
RIGHTS AGREEMENTRights Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 24, 2026 between Pelican Acquisition II Corporation, a Cayman Islands company with its principal executive offices at 1185 Avenue of the Americas, Suite 304, NY 10036 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (the “Rights Agent”).
FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks
This First Amendment (“First Amendment”) to the Administrative Service Agreement (as defined below) is made and entered into as of [DATE], by and between Pelican II Capital Solutions Limited, a BVI limited liability Customer (the “Service Provider”) and Pelican Acquisition II 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.
SHARE ESCROW AGREEMENTShare Escrow Agreement • July 31st, 2026 • Pelican Acquisition II Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of July 24, 2026 (the “Agreement”), by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited (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”).
PELICAN ACQUISITION II CORPORATIONSecurities Subscription Agreement • July 10th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 20 by and between Pelican II Capital Solutions Limited, a BVI Business Company (the “Subscriber” or “you”), and Pelican Acquisition II 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:
Administrative Services AgreementAdministrative Services Agreement • July 10th, 2026 • Pelican Acquisition II Corp • Blank checks
This Administrative Service Agreement (the “Agreement”) dated March 13, 2026, is between Pelican II Capital Solutions Limited, herein referred to as “Service Provider” and Pelican Acquisition II Corporation, herein referred to as “Customer”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2026 • Pelican Acquisition II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE, 2026], is made and entered into by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited, a BVI limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”, 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”).