Form 8-K Pelican Acquisition II For: Jul 27

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July 31, 2026 4:15 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2026

Pelican Acquisition II Corporation

(Exact name of registrant as specified in its charter)

000-00000

Cayman Islands		001-42717		00-0000000 N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1185 Avenue of the Americas, 3^rd Fl.

New York, NY 10036

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 612-1400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Units, each consisting of one ordinary share and one right	PLCIU	Nasdaq Stock Market LLC
Ordinary Shares, $0.0001 par value	PLCI	Nasdaq Stock Market LLC
Rights, each exchangeable for one-tenth (1/10) ordinary share	PLCIR	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On July 27, 2026, Pelican Acquisition II Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option in connection with the closing of the IPO. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. As a result, an aggregate of 8,625,000 Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.

Simultaneously with the closing of the IPO and the full exercise by the underwriters of their over-allotment option, Pelican II Capital Solutions Limited (the “Sponsor”) purchased 334,000 Private Placement Units, and EarlyBirdCapital, Inc. and/or its designees purchased 86,250 Private Placement Units, for an aggregate purchase price of $4,202,500. The Private Placement Units were sold at a purchase price of $10.00 per Private Placement Unit.

A total of $87,112,500 of the net proceeds from the IPO and the sale of the Private Placement Units were placed in a trust account established for the benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of July 27, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Audited Balance Sheet as of July 27, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.