Greenland Energy Co 10-Q

ITEM 1. FINANCIAL STATEMENTS GREENLAND ENERGY COMPANY Index to Condensed Consolidated Financial Statements PAGE Condensed Consolidated Balance Sheets (Unaudited) – June 30, 2026 and December 31, 2025 2 Condensed Consolidated Statements of Operations (Unaudited) – Three Months and Six Months Ended June 30, 2026 and 2025 3 Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three and Six Months Ended June 30, 2026 and 2025 4 Condensed Consolidated Statements of Cash Flows (Unaudited) – Six Months Ended June 30, 2026 and 2025 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 1 Greenland Energy Company Condensed Consolidated Balance Sheets June 30, 2026 (Unaudited) December 31, 2025 (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 37,423,185 $ 231,058 Prepaid expenses and other current assets 680,200 - Total Current Assets 38,103,385 231,058 Non-current Assets Oil and natural gas properties, full cost method 17,512,053 - Prepaid exploration costs and deposits 11,935,024 1,440,870 Property and equipment, net 16,896 - Total Noncurrent Assets 29,463,973 1,440,870 Total Assets $ 67,567,358 $ 1,671,928 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable and accrued expenses $ 1,363,865 $ 398,795 Total Current Liabilities 1,363,865 398,795 Total Liabilities 1,363,865 398,795 Commitments and contingencies Stockholders’ Equity Preferred stock, $ 0.0001 par value per share; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025 - - Common stock, $ 0.0001 par value per share; 500,000,000 shares authorized; 43,730,194 and 19,074,158 shares issued and outstanding as of June 30, 2026 and December 31, 2025 4,373 1,907 Additional paid-in capital 76,217,135 5,640,713 Subscription receivable - ( 90,000 ) Accumulated deficit ( 10,018,015 ) ( 4,279,487 ) Total Stockholders’ Equity 66,203,493 1,273,133 Total Liabilities and Stockholders’ Equity $ 67,567,358 $ 1,671,928 See accompanying notes to condensed consolidated financial statements. 2 Greenland Energy Company Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Revenue - - - - Total revenue - - - - Operating expenses $ 4,945,112 $ 445,105 $ 5,763,791 $ 445,105 Depreciation 889 - 889 - Total expenses 4,946,002 445,105 5,764,680 445,105 Other income/(expense), net $ 26,152 $ - $ 26,152 $ - Net loss before income taxes ( 4,919,849 ) ( 445,105 ) ( 5,738,528 ) ( 445,105 ) Income taxes - - - - Net loss $ ( 4,919,849 ) $ ( 445,105 ) $ ( 5,738,528 ) $ ( 445,105 ) Basic and diluted – Class A common stock $ ( 0.13 ) $ ( 0.06 ) $ ( 0.20 ) $ ( 0.06 ) Weighted average common shares outstanding – basic and diluted 38,274,849 7,522,653 29,265,646 7,522,653 See accompanying notes to condensed consolidated financial statements. 3 Greenland Energy Company Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) Three and Six Months Ended June 30, 2026 and 2025 Common Stock Additional Paid-In Subscription Accumulated Total Shares Amount Capital Receivable Deficit Equity Balance — December 31, 2025 103,360 $ 103 $ 5,642,517 $ ( 90,000 ) $ ( 4,279,487 ) $ 1,273,133 Reverse recapitalization: 18,970,798 1,804 ( 1,804 ) - As adjusted, beginning of period 19,074,158 1,907 5,640,713 ( 90,000 ) ( 4,279,487 ) 1,273,133 Subscription receivable collected 90,000 90,000 Stock issuances for cash 925,842 93 581,790 - - 581,883 Business Combination conversion, net of transaction cost 6,110,251 611 2,115,844 - - 2,116,455 Net loss for the period - - - - ( 818,679 ) ( 818,679 ) Balance — March 31, 2026 26,110,251 $ 2,611 $ 8,338,347 $ - $ ( 5,098,166 ) $ 3,242,792 Cancellation of fractional shares ( 19 ) - - - - - Common stock issued in settlement of related-party liability 35,000 4 306,246 - - 306,250 Common stock issued to vendors for services 85,000 8 317,492 - - 317,500 Issuance of common stock for cash, net 17,499,962 1,750 66,721,827 - - 66,723,577 Stock based compensation for directors - - 533,223 - - 533,223 Net loss for the period - - - - ( 4,919,849 ) ( 4,919,849 ) Balance — June 30, 2026 43,730,194 $ 4,373 $ 76,217,135 $ - $ ( 10,018,015 ) $ 66,203,493 Common Stock Additional Paid-In Subscription Accumulated Total Shares Amount Capital Receivable Deficit Equity Balance — December 31, 2024 - $ - $ - $ - $ - $ - Net loss for the period - - - - - - Balance — March 31, 2025 - $ - $ - $ - $ - $ - Stock issuances for cash - adjusted for reverse recapitalization 8,203,529 823 1,149,317 - - 1,150,140 Net loss for the period - - - - ( 445,105 ) ( 445,105 ) Balance — June 30, 2025 8,203,529 $ 823 $ 1,149,317 $ - $ ( 445,105 ) $ 705,035 See accompanying notes to condensed consolidated financial statements. 4 Greenland Energy Company Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2026 June 30, 2025 Cash flows from operating activities Net loss $ ( 5,738,528 ) $ ( 445,105 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 533,223 - Common stock issued for vendor services 317,500 - Depreciation 889 - Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 609,923 ) - Accounts payable and accrued expenses 895,708 380,009 Net cash used in operating activities $ ( 4,601,131 ) $ ( 65,096 ) Cash flows from investing activities Additions to oil and natural gas properties, full cost method ( 17,512,053 ) - Prepaid exploration costs and deposits ( 10,494,154 ) ( 868,907 ) Purchases of property and equipment ( 17,785 ) - Net cash used in investing activities $ ( 28,023,992 ) $ ( 868,907 ) Cash flows from financing activities Collection of subscription receivable 90,000 - Proceeds from issuance of common stocks , net 67,331,660 1,150,140 Payment to related party ( 775,000 ) - Proceeds from business combination with Pelican 10,993,625 - Payment of transaction costs ( 7,823,035 ) - Net cash provided by financing activities $ 69,817,250 $ 1,150,140 Net increase in cash and cash equivalents 37,192,127 216,137 Cash and cash equivalents — beginning of period 231,058 - Cash and cash equivalents — end of period $ 37,423,185 $ 216,137 Supplemental disclosures of Cash Flow Information: Cash paid during the year for interest - - Cash paid during the year for income taxes - - Supplemental Non-Cash Information: Common stock issued in settlement of related-party liability 306,250 - See accompanying notes to condensed consolidated financial statements. 5 Greenland Energy Company Notes to Condensed Consolidated Financial Statements 1. Nature of Operations and Organization Greenland Energy Company (the “Company”, “we”, “our”, “Greenland”) formerly known as Pelican Holdco, Inc. was incorporated on September 5, 2025 under the laws of the State of Texas and was formed solely for the purpose of completing the transactions contemplated by the Agreement and Plan of Merger, dated September 9, 2025 (“Business Combination Agreement”), as amended from time to time, by and among the Company, Pelican Acquisition Corporation, a Cayman Islands exempted company (“Pelican”), Pelican Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of the Company, Greenland Exploration Limited, a Texas corporation (“Greenland Exploration”), Greenland Merger Sub, Inc., a Texas corporation and wholly owned subsidiary of the Company., March GL Company, a Texas corporation (“March GL”) and March GL Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of the Company. On March 25, 2026, the parties completed the business combination as contemplated by the Business Combination Agreement (“Business Combination”) resulting in Pelican, Greenland Exploration and March GL becoming wholly-owned subsidiaries of the Company. The Company and its wholly-owned subsidiaries (collectively, “Greenland Energy”) are focused on the advancement and development of its oil and gas exploration activities in the territory of Greenland. The Company has selected December 31 as its fiscal year-end and following the closing of the business combination, the Company’s common stock began trading on The Nasdaq Global Market under the symbol “GLND.” 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission, or the SEC. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, changes in stockholders’ equity and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year or for any future period. The December 31, 2025 condensed balance sheet was derived from the audited financial statements of March GL, the predecessor entity and accounting acquirer in the Business Combination. The comparative unaudited condensed consolidated statements of operations, stockholders’ equity and cash flows for the three and six months ended June 30, 2025 reflect the historical results and cash flows of March GL, as the accounting predecessor, and have been retrospectively adjusted, where applicable, to reflect the exchange ratio established in the Business Combination. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Prospectus dated April 27, 2026 and April 29, 2026, after the Registration Statement on Form S-1, as amended (File No. 333-294995) was declared effective on April 27, 2026, which includes the financial statements of March GL, Greenland Exploration and Pelican. 6 Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported total assets, total liabilities, stockholders’ equity, net loss or cash flows. Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Oil and Natural Gas Properties — Full Cost Method The Company follows the full cost method of accounting for its oil and natural gas exploration and development activities in accordance with Rule 4-10(c) of Regulation S-X. Under the full cost method, all costs associated with the acquisition, exploration and development of oil and natural gas properties are capitalized. The Company currently maintains Greenland as its sole oil and natural gas cost center. Capitalized costs include property acquisition costs, geological and geophysical costs, costs of carrying and retaining undeveloped properties, costs of drilling and equipping exploratory wells, including unsuccessful exploratory wells, development costs, and the costs of equipment and facilities used in the Company’s oil and natural gas exploration and development activities. Internal costs are capitalized only to the extent they are directly identified with acquisition, exploration or development activities conducted by or for the Company. General corporate overhead, public-company costs and administrative costs that are not directly attributable to oil and natural gas acquisition, exploration or development activities are expensed as incurred. Costs associated with unproved properties and major development projects are excluded from the depletion base until the properties are evaluated, proved reserves are established, or impairment is otherwise indicated. The Company evaluates its unproved properties periodically for evidence of impairment, considering factors such as the remaining term of the applicable exploration license, the results of exploration activities, planned future operations, and the Company’s intention and ability to continue evaluating the properties. Costs determined to be impaired are transferred to the full cost pool and become subject to depletion. Upon the establishment of proved oil and natural gas reserves and the commencement of production, capitalized costs included in the full cost pool, together with estimated future development and abandonment costs, net of estimated salvage values, will be depleted using the unit-of-production method based on proved reserves. As of June 30, 2026, the Company had no proved oil and natural gas reserves and had not commenced production. Accordingly, no depletion expense was recorded for the Company’s oil and natural gas properties during the three or six months ended June 30, 2026. 7 The net capitalized costs of oil and natural gas properties are subject to a quarterly full cost ceiling test. Under the ceiling test, capitalized costs, net of accumulated depletion and related deferred income taxes, may not exceed the present value of estimated future net revenues from proved reserves, discounted at 10%, plus the cost of unproved properties not subject to depletion and certain other permitted adjustments, net of related income tax effects. If net capitalized costs exceed the applicable ceiling, the excess is recognized as an impairment expense and may not subsequently be restored. Sales or other dispositions of oil and natural gas properties are generally accounted for as adjustments to capitalized costs, with no gain or loss recognized, unless the disposition would significantly alter the relationship between capitalized costs and proved reserves attributable to the applicable cost center. Prepaid Exploration Costs Amounts paid in advance for oil and natural gas ex ploration-related goods or services are recorded as prepaid exploration costs until the related goods or services are received. Upon receipt, such amounts are transferred to oil and natural gas properties to the extent they qualify for capitalization under the Company’s full cost accounting policy. Amounts relating to general corporate, financing, public-company or other nonqualifying activities are expensed as incurred. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets once the assets are placed in service. Expenditures for maintenance and repairs are expensed as incurred, while expenditures that materially extend the useful life of an asset or improve its functionality are capitalized. Upon retirement or disposal, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the condensed consolidated statements of operations. Stock-Based Compensation The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation—Stock Compensation. Equity-classified awards granted to employees, officers and nonemployee directors are measured at fair value on the grant date. Compensation cost is recognized over the requisite service period, generally the vesting period, using the straight-line attribution method for awards containing only service-based vesting conditions. The Company accounts for forfeitures as they occur. Restricted stock units are measured using the quoted market price of the Company’s common stock on the grant date. The fair value of stock options is estimated using the Black-Scholes option-pricing model, which requires management to make assumptions regarding expected volatility, expected term, risk-free interest rate and expected dividend yield. Because the Company had limited company-specific trading history, expected volatility was estimated using information from comparable publicly traded companies. The expected term was estimated using the simplified method because the Company lacked sufficient historical exerc ise data. Foreign Currency Remeasurement The Company’s reporting currency and functional currency is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are remeasured into U.S. dollars at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at the applicable exchange rate in effect at the balance sheet date. Nonmonetary assets and liabilities are remeasured using historical exchange rates, as applicable. Foreign currency transaction gains and losses resulting from the settlement or remeasurement of foreign currency-denominated transactions are recognized in earnings in the period in which they arise and are included in other income (expense), net in the condensed consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash at financial institutions which may at times exceed federally insured amounts. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on our cash and cash equivalents. The Company did no t have cash equivalents as of June 30, 2026, and December 31, 2025. 8 Emerging Growth Company The Company is an emerging growth company and has elected to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies. Accordingly, the Company may adopt new or revised accounting standards on the timeline applicable to private companies, and its financial statements may not be comparable to those of companies that comply with public company effective dates. Operating Segments ASC Topic 280, Segment Reporting, establishes standards for companies to report financial statement information about operating segments, products and services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, and for which discrete financial information is available that is regularly reviewed by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the Company’s assets, operating results, and financial metrics on a consolidated basis to make decisions regarding resource allocation and to assess overall financial performance. Based on this evaluation, management has determined that the Company operates as a single reportable segment. The CODM assesses performance for the single operating segment and allocates resources based primarily on net income (loss), which is reported on the accompanying statement of operations, and total assets, which are reported on the balance sheet. Because the Company has not generated revenues and has not commenced drilling operations as of June 30, 2026, the CODM does not review discrete profitability measures or operating results by geographic area or activity. There are no other significant expenses reviewed by the CODM and not disclosed above. Risks and Uncertainties The Company is subject to risks and uncertainties common to companies in the oil and gas exploration industry, including, but not limited to, risks associated with exploration and development activities, the ability to obtain required permits and approvals, availability and cost of drilling services and equipment, commodity price volatility, access to capital, dependence on third-party contractors and service providers, environmental and regulatory matters, operations in remote geographic locations, and the successful execution of the Company’s business plan. The Company’s operations and financial results may also be affected by general economic conditions, changes in capital markets, inflation, interest rates, geopolitical developments, regulatory changes, and other factors outside of the Company’s control. 3. Business Combination Accounting The Company accounted for the Business Combination of the Company, Pelican, Greenland Exploration and March GL under ASC 805, Business Combinations, and related guidance and determined that March GL is the accounting acquirer. Accordingly, the historical financial statements of the Company for periods prior to the closing of the Business Combination reflect the historical financial statements of March GL, with March GL’s assets, liabilities and results of operations reflected at historical carrying values. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, Greenland, Pelican, Greenland Exploration and the related merger subsidiaries were treated as the acquired entities for financial reporting purposes. The transaction was treated as the equivalent of March GL issuing equity for the net assets of Greenland, Pelican and Greenland Exploration, accompanied by a recapitalization. Accordingly, no goodwill or other intangible assets were recognized. 9 Following the closing of the Business Combination, Greenland became the successor SEC registrant and publicly traded parent company. The condensed consolidated financial statements following the closing include the accounts of Greenland Energy Company and its consolidated subsidiaries. Common shares and per-share amounts for periods prior to the Business Combination have been retrospectively adjusted, where applicable, to reflect the exchange ratio established in the Business Combination. In connection with the Business Combination, the Company incurred approximately $ 8.1 million of transaction costs directly attributable to the reverse recapitalization, which were recorded as a reduction of additional paid-in capital. Transaction costs not directly attributable to the equity issuance or recapitalization were expensed as incurred. Transaction costs directly attributable to the recapitalization were recorded as a reduction of additional paid-in capital to the extent of proceeds received, while costs not directly attributable to the equity issuance or recapitalization were expensed as incurred. The elements of the business combination as reported in the condensed consolidated statements of stockholders’ equity consist of: Schedule of transaction cost Pelican shares, post redemption 1,925,377 Sponsor shares 2,390,000 Shares issued to Greenland Exploration 1,500,000 Legacy March GL shares 20,000,000 Other share activity 294,855 Total 26,110,232 4. Certain Balance Sheet Items Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and Dec. 31, 2025 Schedule of prepaid expenses and other current assets As of June 30, 2026 As of Dec. 31, 2025 Current assets: Prepaid insurance $ 680,200 $ - Total prepaid expenses and other current assets $ 680,200 $ - Non-current assets: Prepaid exploration costs 6,810,688 1,290,870 Deposit on equipment 5,124,337 150,000 Total prepaid exploration and deposits $ 11,935,024 $ 1,440,870 Prepaid insurance primarily relates to insurance policies purchased in connection with the Company’s operations as a public company and is amortized over the related policy period. 10 Prepaid exploration costs represent amounts paid in advance for exploration-related goods and services. Such amounts are classified as non-current based on the expected timing of receipt or utilization in connection with the Company’s exploration program. Upon receipt of the underlying goods or services, these amounts are transferred to oil and natural gas properties to the extent they qualify for capitalization under the Company’s full cost accounting policy. Amounts that do not qualify for capitalization are expensed as incurred. Deposits on equipment represent advance payments made to vendors for equipment expected to be used in the Company’s exploration activities. Such deposits are classified as non-current based on the expected timing of delivery and utilization of the related equipment. 5. Oil and Natural Gas Properties Oil and natural gas properties accounted for under the full cost method consisted of the following as of June 30, 2026: Schedule of oil and natural gas properties As of June 30, 2026 Oil and natural gas properties and exploration costs $ 17,512,053 Less: accumulated depletion and impairment - Oil and gas properties, net $ 17,512,053 As of June 30, 2026, all of the Company’s capitalized oil and natural gas property costs related to its Greenland cost center and were classified as unevaluated costs excluded from the depletion base. The Company had not established proved reserves or commenced production as of June 30, 2026. Accordingly, no depletion expense or full cost ceiling-test impairment was recognized during the three or six months ended June 30, 2026. Capitalized costs principally consisted of costs directly associated with the planning, procurement, mobilization and preparation of the Company’s exploration program, including qualifying equipment, logistics, technical services and other exploration-related expenditures. 6. Property and Equipment, net Schedule of property and equipment As of June 30, 2026 Office furniture and equipment $ 17,785 Less: accumulated depreciation ( 889 ) Property and equipment, net $ 16,896 Depreciation expense was $ 889 for both the three and six months ended June 30, 2026. 7. Accounts payable and accrued expenses Accounts payable primarily consist of vendor invoices and costs incurred in connection with the Company’s business combination, public company activities, and pre-exploration-related activities. Accounts payable and accrued expenses primarily consist of legal, accounting, audit, advisory and other professional service costs incurred but not yet paid as of June 30, 2026 and Dec. 31, 2025. 11 8. Related Party Transactions As of March 31, 2026, the Company had aggregate amounts due to related parties of $ 1,081,250 , consisting of notes payable of $ 775,000 and unpaid transaction costs related to the Business Combination of $ 306,250 . During the three months ended June 30, 2026, the Company fully settled these balances through cash payments of $ 775,000 and the issuance of 35,000 shares of common stock. The shares were valued at $ 306,250 based on the quoted market price of the Company’s common stock as of March 31, 2026, the date the related-party obligation and related share settlement were measured. Following these settlements, no amounts remained due to related parties as of June 30, 2026. 9. Stockholders’ Equity As of June 30, 2026, the Company is authorized to issue 500,000,000 shares of common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock, par value $ 0.0001 per share. As of June 30, 2026, 43,730,194 shares of common stock were issued and outstanding, and no shares of preferred stock were issued and outstanding. During the six months ended June 30, 2026, prior to the closing of the Business Combination, March GL Company collected $ 90,000 of previously outstanding subscription receivables and issued 925,842 shares of common stock, resulting in an increase to common stock and additional paid-in capital of $ 581,883 . During the three months ended June 30, 2026, the Company completed a registered public offering of 16,250,000 shares of common stock and 1,250,000 pre-funded warrants to purchase common stock. The combined public offering price was $ 4.00 per share of common stock and accompanying common warrant and $ 3.9999 per pre-funded warrant and accompanying common warrant, resulting in gross proceeds of approximately $ 70.0 million. In connection with the offering, the Company also issued 17,500,000 common warrants to purchase common stock at an exercise price of $5.00 per share, which expire five years from the date of issuance. The Company incurred approximately $ 3.3 million of stock issuance costs. During the three months ended June 30, 2026, the Company issued 35,000 shares of common stock in partial settlement of an existing related-party liability, (see Note 8). During the three months ended June 30, 2026, the Company issued 10,000 shares of common stock to an unrelated third-party vendor in consideration for services rendered. The shares had an aggregate fair value of $ 100,000 , which was recognized as an operating expense. During the three months ended June 30, 2026, the Company also issued 75,000 shares of common stock to an unrelated third-party vendor in consideration for services rendered. The shares had an aggregate fair value of $ 217,500 , which was recognized as an operating expense based on the nature of the underlying services. As of June 30, 2026, the Company had 1,500,000 warrants outstanding with an exercise price of $15.00 per share, which expire ten years following completion of the Business Combination, and 17,500,000 common warrants outstanding with an exercise price of $5.00 per share, which expire five years following their issuance on April 29, 2026. As of June 30, 2026, the 19,000,000 warrants outstanding had a weighted-average exercise price of $5.79 per share and a weighted-average remaining contractual life of approximately 5.22 years. The aggregate intrinsic value of the outstanding warrants was zero because the market price of the Company’s common stock was below the applicable exercise prices. 12 10. Stock-Based Compensation 2026 Omnibus Incentive Plan Effective March 25, 2026, the Company adopted the Greenland Energy Company 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and other cash-based awards to eligible employees, officers, nonemployee directors and consultants. An aggregate of 3,367,237 shares of the Company’s common stock were initially reserved for issuance under the 2026 Plan. Beginning in calendar year 2027, the number of shares reserved for issuance under the 2026 Plan will automatically increase on the first trading day of each calendar year by an amount equal to 5% of the Company’s outstanding common stock as of the last day of the preceding calendar year, unless the administrator determines that the increase will be reduced or that no increase will occur for that year. As of June 30, 2026, awards covering an aggregate of 1,825,000 shares had been granted under the 2026 Plan, consisting of options to purchase 1,600,000 shares of common stock and 225,000 restricted stock units. As of June 30, 2026, 1,542,237 shares remained available for future grant under the 2026 Plan. The Company accounts for its stock-based awards in accordance with ASC Topic 718, as described in Note 2—Summary of Significant Accounting Policies. Restricted Stock Units During April 2026, the Company granted an aggregate of 225,000 restricted stock units (“RSUs”) to certain executive officers and nonemployee directors. Each RSU represents a contingent right to receive one share of the Company’s common stock upon settlement. Except for the accelerated award described below, the RSUs vest in full on May 1, 2027, subject to the participant’s continued service through the vesting date. Holders of unvested RSUs have no voting or other stockholder rights with respect to the underlying shares. On June 5, 2026, in connection with the resignation of a former director, the Company accelerated the vesting of 10,000 RSUs. The Company recognized the compensation cost associated with those RSUs during the three months ended June 30, 2026. The underlying common shares had not been issued as of June 30, 2026 and, accordingly, were not included in the Company’s issued and outstanding common shares as of that date. The modification resulted in the recognition of approximately $ 26,200 of compensation expense based on the fair value of the vested RSUs on the modification date. The weighted-average grant-date fair value presented in the RSU activity table reflects the original grant-date measurement and therefore differs from the amount of compensation expense recognized for the modified RSUs. A summary of RSU activity for the six months ended June 30, 2026 is as follows: Schedule of restricted stock units activity Number of RSUs Weighted-average grant-date fair value Unvested at Dec. 31, 2025 - - Granted 225,000 $ 6.08 Vested ( 10,000 ) $ 6.21 Forfeited - - Unvested at June 30, 2026 215,000 $ 6.08 As of June 30, 2026, unrecognized compensation cost related to unvested RSUs was approximately $1.1 1,071,688 million, which is expected to be recognized over a weighted-average remaining service period of approximately 0.8 years. 13 Stock Options On April 29, 2026, the Company granted nonqualified stock options to certain executive officers and nonemployee directors to purchase an aggregate of 1,600,000 shares of common stock. Of these options, 1,400,000 remained subject to their original service-based vesting conditions as of June 30, 2026, and 200,000 options were modified and accelerated in connection with the resignation of a former director, as described below. The weighted-average grant-date fair value of the 1,400,000 options that remained subject to their original vesting terms was approximately $ 2.94 per option, resulting in an aggregate grant-date fair value of approximately $ 4.1 million. On June 5, 2026, the Company modified and accelerated the vesting of 200,000 options held by a former director. The modified options were measured at fair value on the modification date based on their remaining 90-day exercise period. The Company recognized approximately $ 58,690 of compensation expense related to the modified options during the three months ended June 30, 2026. The options have an exercise price of $ 3.36 per share and a contractual term of ten years. Except for the accelerated award described below, the options vest in substantially equal annual installments on May 1, 2027, May 1, 2028 and May 1, 2029, subject to the participant’s continued service through each applicable vesting date. On June 5, 2026, in connection with the resignation of a former director, the Company accelerated the vesting of options to purchase 200,000 shares of common stock. These options were fully vested and exercisable as of June 30, 2026. The weighted-average assumptions used to estimate the grant-date fair value of the stock options granted during the six months ended June 30, 2026 were as follows: Schedule of weighted average assumptions Assumption April 29, 2026 grants Market price of common stock $ 3.36 Exercise price $ 3.36 Expected term 6.0 years Expected volatility 120.0 % Risk-free interest rate 3.75 % Expected dividend yield 0.0 % Weighted-average grant-date fair value $ 2.94 A summary of stock-option activity for the six months ended June 30, 2026 is as follows: Schedule of stock option activity Number of options Weighted-average exercise price Weighted-average remaining contractual term Aggregate intrinsic value Outstanding at Dec. 31, 2025 - - - - Granted 1,600,000 $ 3.36 - - Exercised - - - - Forfeited or expired - - - - Outstanding at June 30, 2026 1,600,000 $ 3.36 8.62 years - Exercisable at June 30, 2026 200,000 $ 3.36 0.18 years - 14 The aggregate intrinsic value of the options was zero 0 as of June 30, 2026 because the market price of the Company’s common stock was below the exercise price. As of June 30, 2026, unrecognized compensation cost related to unvested stock options was approximately $ 3.9 million, which is expected to be recognized over a weighted-average remaining service period of approximately 2.8 years. Stock-Based Compensation Expense Stock-based compensation expense was recognized as follows: Schedule of stock based compensation expense Three months ended June 30, 2026 Six months ended June 30, 2026 Restricted stock unit compensation $ 261,162 $ 261,162 Stock-option compensation 272,061 272,061 Total stock-based compensation expense $ 533,223 $ 533,223 Stock-based compensation expense of $ 533,223 was included in operating expenses in the accompanying condensed consolidated statements of operations for both the three and six months ended June 30, 2026. Total unrecognized compensation Schedule of unrecognized compensation Award type Unrecognized cost Stock options $ 3,901,106 RSUs 1,071,688 Total $ 4,972,794 As of June 30, 2026, total unrecognized compensation cost related to unvested stock-based awards was approximately $ 5.0 million, consisting of approximately $ 3.9 million related to stock options and approximately $ 1.1 million related to RSUs. 11. Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share gives effect to potentially dilutive securities outstanding during the period using the treasury-stock method, if their inclusion would be dilutive. Because the Company incurred a net loss for each period presented, basic and diluted net loss per share were the same, as the inclusion of potentially dilutive securities would have been antidilutive. 15 The following table presents the computation of basic and diluted net loss per share: Schedule of earning per share Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025 Net loss attributable to common stockholders ( 4,919,849 ) ( 445,105 ) ( 5,738,528 ) ( 445,105 ) Weighted-average common shares — basic 38,274,849 7,522,653 29,265,646 7,522,653 Dilutive effect of warrants, options and RSUs - - - - Weighted-average common shares — diluted 38,274,849 7,522,653 29,265,646 7,522,653 Net loss per share — basic $ ( 0.13 ) $ ( 0.06 ) $ ( 0.20 ) $ ( 0.06 ) Net loss per share — diluted $ ( 0.13 ) $ ( 0.06 ) $ ( 0.20 ) $ ( 0.06 ) As of June 30, 2026, potentially dilutive securities excluded from diluted net loss per share consisted of: Schedule of antidilutive securities Security Potential common shares Common stock warrants 19,000,000 Stock options 1,600,000 Restricted stock units 215,000 Total 20,815,000 The warrants, stock options and RSUs were excluded from the computation of diluted net loss per share because their inclusion would have been antidilutive as a result of the Company’s net loss. 12. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes. For the three and six months ended June 30, 2026, income taxes were evaluated and determined to be immaterial. The Company is currently in a cumulative loss position and expects to maintain a full valuation allowance against any deferred tax assets. Accordingly, no income tax expense or benefit has been recorded for the period presented. The Company will continue to evaluate its income tax position, including deferred tax assets, valuation allowance, and any related tax provision, in connection with its year-end financial reporting process. 16 13. Commitments and Contingencies The Company may become subject to claims, legal proceedings and other contingencies arising in the ordinary course of business. Management is not currently aware of any matters that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company has entered into, and may in the future enter into, agreements with vendors, consultants, advisors and service providers in connection with its public company operations and planned exploration activities. Certain of these agreements may include payment obligations, termination provisions, indemnification obligations or other commitments. The Company records liabilities for commitments and contingencies when losses are probable and reasonably estimable. As of June 30, 2026, management had not identified any commitments or contingencies requiring recognition or separate disclosure in the accompanying condensed consolidated financial statements, other than amounts recorded in accounts payable and accrued expenses or disclosed elsewhere in these notes. 14. Subsequent Events The Company evaluated subsequent events and transactions occurring after June 30, 2026 through August 13, 2026, the date these condensed consolidated financial statements were issued. No subsequent events were identified that required recognition or disclosure in the accompanying condensed consolidated financial statements. 17