Greenland Energy Co 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities During the six months ended June 30, 2026, prior to the closing of the Business Combination, March GL Company issued 925,842 shares of common stock for proceeds of $581,883. On March 25, 2026, the Company completed the Business Combination. In connection with the Business Combination, the Company issued shares of common stock to certain parties pursuant to the terms of the Merger Agreement, including shares issued to former equity holders of March GL Company and Greenland Exploration Limited. These issuances were made in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. Except as described above or as previously disclosed in the Company’s filings with the SEC, during the six months ended June 30, 2026, the Company did not sell any equity securities that were not registered under the Securities Act. Use of Proceeds On April 27, 2026, the Company’s Registration Statement on Form S-1, Registration No. 333-294995, was declared effective by the SEC. On April 29, 2026, the Company completed the related registered public offering of 16,250,000 shares of common stock, 1,250,000 pre-funded warrants to purchase common stock, and 17,500,000 common 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. The Company received gross proceeds of approximately $70 million. 23 On April 30, 2026, Citadel Multi-Strategy Equities Master Fund Ltd. exercised, on a cashless basis, pre-funded warrants to purchase 1,250,000 shares of common stock. Pursuant to the cashless exercise formula, the Company issued 1,249,962 shares of common stock. The Company did not receive material cash proceeds from the cashless exercise. The Company intends to use the net proceeds from the offering for exploration activities, working capital, payment of outstanding obligations, public company costs and general corporate purposes. As of the date of this Quarterly Report, there has been no material change in the planned use of proceeds from that described in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on April 28, 2026. Purchases of Equity Securities by the Issuer and Affiliated Purchasers During the six months ended June 30, 2026, the Company did not repurchase any shares of its common stock or other equity securities. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.