Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in or implied by these forward-looking statements as a result of various factors, including those discussed under "Risk Factors" in our Registration Statement on Form S-1, as amended, and in our other filings with the Securities and Exchange Commission.

Unless the context otherwise requires, references in this section to "Greenland Energy," the "Company," "we," "us" and "our" refer to Greenland Energy Company and its consolidated subsidiaries following the completion of the Business Combination.

Overview

Greenland Energy Company is an exploration-stage oil and gas company focused on the development and advancement of its exploration activities in Greenland. The Company has not generated revenue from oil and gas production to date. During the six months ended June 30, 2026, our activities were primarily focused on the completion of the Business Combination, transition to operating as a public company, planning and preparation for our exploration program, procurement and mobilization-related activities, and the establishment of public company infrastructure.

On March 25, 2026, the Company completed its business combination with Pelican Acquisition Corporation and related entities. The Business Combination was accounted for as a reverse recapitalization, with March GL Company treated as the accounting acquirer for financial reporting purposes. As a result, our historical financial statements for periods prior to the closing of the Business Combination reflect the historical financial statements of March GL Company.

Business Combination

On March 25, 2026, the Company completed the Business Combination, pursuant to which Greenland Energy Company became the publicly traded parent company. In connection with the Business Combination, the Company recorded the recapitalization of March GL Company into the capital structure of Greenland Energy Company.

The recapitalization included Pelican net assets acquired of approximately $10.6 million, the net impacts of Greenland Exploration Limited and Pelican Holdco, Inc. of approximately $(0.3) million and $(0.1) million, respectively, and approximately $8.1 million of transaction costs attributable to the Business Combination recorded as a reduction of additional paid-in capital. During the six months ended June 30, 2026, the Company paid approximately $11.3 million of aggregate transaction costs related to both the Business Combination and the April 2026 public offering.

Following the closing of the Business Combination, the Company had 26,110,194 shares of common stock issued and outstanding as of March 31, 2026.

Results of Operations

Three Months Ended June 30, 2026 and 2025

Operating expenses for the three months ended June 30, 2026 were approximately $4.9 million, compared with approximately $0.4 million for the three months ended June 30, 2025. The increase primarily reflected public-company readiness activities, professional fees, exploration planning and preparation, administrative costs, approximately $0.5 million of noncash compensation associated with equity awards granted to officers and directors and approximately $0.3 million of noncash expense associated with common stock issued for vendor services.

Net loss for the three months ended June 30, 2026 was approximately $4.9 million, or $0.13 per basic and diluted share, compared with a net loss of approximately $0.4 million, or $0.06 per basic and diluted share, for the three months ended June 30, 2025.

Six Months Ended June 30, 2026 and 2025

Operating expenses for the six months ended June 30, 2026 were approximately $5.8 million, compared with approximately $0.4 million for the six months ended June 30, 2025. The increase primarily reflected public-company readiness activities, professional fees, exploration planning and preparation, administrative costs, approximately $0.5 million of noncash compensation associated with equity awards granted to officers and directors and approximately $0.3 million of noncash expense associated with common stock issued for vendor services.

Net loss for the six months ended June 30, 2026 was approximately $5.7 million, or $0.18 per basic and diluted share, compared with a net loss of approximately $0.4 million, or $0.06 per basic and diluted share, for the six months ended June 30, 2025.

Liquidity and Capital Resources

Our primary sources of liquidity during the six months ended June 30, 2026 were cash on hand, proceeds received in connection with the Business Combination and proceeds from the April 2026 public offering.

As of June 30, 2026, we had cash and cash equivalents of approximately $37.4 million, total assets of approximately $67.6 million, total liabilities of approximately $1.4 million and total stockholders' equity of approximately $66.2 million.

As of June 30, 2026, accounts payable and accrued professional fees included amounts related to public company costs, exploration-related activities and other professional services.

We expect to continue to incur significant costs as a public company, including costs associated with SEC reporting, legal, accounting, audit, insurance, investor relations, corporate governance, and compliance matters. In addition, we expect to incur costs in connection with our planned exploration activities, including equipment, logistics, technical studies, contractors, and other exploration-related expenditures.

During the quarter, the Company continued activities related to its Registration Statement on Form S-1 and capital raising efforts. On April 27, 2026, the Registration Statement was declared effective. On April 29, 2026, we completed an offering of 16,250,000 shares of common stock, 1,250,000 pre-funded warrants and 17,500,000 common warrants. We received gross proceeds of approximately $70 million before deducting placement agent fees and offering expenses. We expect to use the proceeds primarily for exploration activities, working capital, payment of outstanding obligations, public company costs and general corporate purposes.

On April 30, 2026, Citadel Multi-Strategy Equities Master Fund Ltd. exercised, on a cashless basis, all 1,250,000 pre-funded warrants issued in the offering. 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.

Our future liquidity and capital requirements will depend on several factors, including the timing and cost of exploration activities, the timing of vendor and contractor payments, the amount of public company costs, the results of capital raising activities, and our ability to manage discretionary expenditures. We may seek additional financing through equity offerings, debt financing, strategic arrangements, or other sources of capital. There can be no assurance that additional capital will be available on acceptable terms, or at all.

Cash Flows

Operating Activities

Net cash used in operating activities was approximately $4.6 million for the six months ended June 30, 2026, compared with approximately $0.1 million for the six months ended June 30, 2025.

For the six months ended June 30, 2026, operating cash flows reflected a net loss of approximately $5.7 million, adjusted for approximately $0.5 million of noncash stock-based compensation, approximately $0.3 million of noncash expense associated with common stock issued for vendor services, and depreciation expense. Cash used for prepaid expenses and other current assets was approximately $0.6 million, partially offset by an increase in accounts payable and accrued expenses of approximately $0.9 million.

For the six months ended June 30, 2025, operating cash flows reflected a net loss of approximately $0.4 million, partially offset by an increase in accounts payable and accrued expenses of approximately $0.4 million, resulting in net cash used in operating activities of approximately $0.1 million.

Investing Activities

Net cash used in investing activities was approximately $28.0 million for the six months ended June 30, 2026, compared with approximately $0.9 million for the six months ended June 30, 2025.

Cash used in investing activities for the six months ended June 30, 2026 consisted primarily of approximately $17.5 million of additions to unevaluated oil and natural gas properties, approximately $10.5 million of prepaid exploration costs and deposits, and approximately $18,000 of purchases of property and equipment, all related to the Company's planned exploration program.

For the six months ended June 30, 2025, investing cash flows consisted primarily of approximately $0.9 million of prepaid exploration costs and deposits related to the Company's planned exploration activities.

Financing Activities

Net cash provided by financing activities was approximately $67.3 million for the six months ended June 30, 2026, compared with approximately $1.2 million for the six months ended June 30, 2025.

For the six months ended June 30, 2026, financing cash flows consisted primarily of approximately $67.3 million of proceeds from the issuance of common stock and pre-funded warrants, approximately $11.0 million of proceeds received in connection with the Business Combination, and approximately $0.1 million from the collection of a subscription receivable, partially offset by approximately $7.8 million of transaction costs and approximately $0.8 million of payments to a related party.

For the six months ended June 30, 2025, financing cash flows consisted of approximately $1.2 million of proceeds from the issuance of common stock.

Contractual Obligations and Commitments

As of June 30, 2026, the Company had accounts payable and accrued expenses of approximately $1.4 million. 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.

The Company expects to incur additional obligations in connection with its planned exploration program, including costs related to equipment, logistics, technical services, field operations, contractors, and other exploration-related expenditures. These obligations may be material and will depend on the timing and scope of the Company's exploration activities and available capital resources.

Critical Accounting Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and related disclosures.

Significant estimates and judgments may include, but are not limited to, accounting for the Business Combination, classification and measurement of transaction costs, valuation of equity instruments and share-based compensation, income taxes and valuation allowances, accrued expenses, related party balances. The Company follows the full cost method of accounting for its oil and natural gas activities. Significant judgments include determining whether costs are directly associated with acquisition, exploration or development activities, whether unevaluated property costs should continue to be excluded from the depletion base, and whether facts and circumstances indicate impairment. The Company's capitalized oil and natural gas properties are also subject to the quarterly full cost ceiling test. Changes in estimates, exploration plans, license status or drilling results could affect the classification, recoverability and carrying amount of these assets.

Management evaluates its estimates on an ongoing basis. Actual results could differ from those estimates, and such differences could be material.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012. As an emerging growth company, we may take advantage of certain exemptions from reporting requirements that are otherwise applicable to public companies, including reduced disclosure obligations regarding executive compensation and exemptions from certain auditor attestation requirements.

We have elected to use the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for new or revised accounting standards.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.