SecProbe.io

November 6, 2024
Robert Labbe
Chief Executive Officer
Pelican Acquisition Corp
1185 Avenue of the Americas, Suite 301
New York, NY 10036
Re:Pelican Acquisition Corp
Draft Registration Statement on Form S-1
Submitted on October 10, 2024
CIK No. 0002037431
Dear Robert Labbe:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted on October 10, 2024
Cover Page
1.We note your disclosure regarding founder shares issued to the sponsor and the
private units to be issued to the sponsor. Please revise to (i) disclose the amount the
sponsor paid for the founder shares and the private units, and (ii) include cross-
references to all disclosures related to compensation and the issuance of securities to
sponsors, sponsor affiliates and promoters in the prospectus. See Item 1602(a)(3) of
Regulation S-K.
2.Please revise the cover page to state the time frame for the special purpose acquisition
company to consummate a deSPAC transaction and whether this time frame may be
extended. See Item 1602(a)(1) of Regulation S-K.
Where you discuss conflicts of interest, please include additional cross-references to 3.

November 6, 2024
Page 2
the locations of related disclosures in the prospectus, such as in the summary
disclosure provided in response to Item 1602(b)(7).
4.We note potential conflicts of interest disclosure on the cover page. Please clearly
state that there may be actual or potential material conflicts of interest between the
sponsor, its affiliates, or promoters; and purchasers in the offering. Please also revise
your cross-references to include cross-references to all related disclosures in the
prospectus. See Item 1602(a)(5) of Regulation S-K.
5.Please revise to address the working capital loans and the repayment of the non-
interest bearing loans which may be made by your initial shareholders or affiliates and
that up to $1,500,000 of the loans may be converted into private units at a price of
$10.00 per unit.
6.We note you indicate that because of the nominal price paid for the founder shares,
the public shareholders will incur substantial dilution. Please address whether
compensation may result in a material dilution of the purchasers’ equity interests. See
Item 1602(a)(3) of Regulation S-K.
7.Please revise to indicate the price EarlyBirdCapital, Inc. paid for the 500,000 shares
that are the EBC founder shares.
8.Please clarify that there are permitted withdrawals from the interest earned on Trust
account of $250,000 annually to fund working capital requirements.
9.Please clarify how long the $15,000 per month for office space and administrative
services will be paid.
Prospectus Summary, page 1
10.Please expand your discussion of the manner in which you will identify and evaluate
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions
may impact your ability to identify and evaluate a target company.
11.We note your disclosure that you may need to obtain additional financing for working
capital needs and transaction costs in connection with the search and completion of
the initial business combination, to complete an initial business combination, or
because you become obligated to redeem a significant number of your public shares.
Please describe how additional financings may impact unaffiliated security holders.
See Item 1602(b)(5) of Regulation S-K.
Our Company, page 2
12.Please expand your disclosure to clearly identify any special purpose acquisition
company business combinations in which the sponsor or your management team has
participated. For each SPAC, include disclosure regarding completed business
combinations, liquidations, pending de-SPAC transactions and whether such SPAC is
still searching for a target.
Initial Business Combination, page 6
Please disclose your plans if you do not consummate a de-SPAC transaction
within 24 months if you have entered into a definitive agreement for an initial 13.

November 6, 2024
Page 3
business combination, including whether you expect to extend the time period,
whether there are any limitations on the number of extensions, including the number
of times, and the consequences to the SPAC sponsor of not completing an extension
of this time period. Please also disclose whether security holders will have voting or
redemption rights with respect to any extensions. See Item 1602(b)(4) of Regulation
S-K.
Our Sponsor, page 9
14.We note disclosure beginning on page 25 regarding limited payments that may be
made to insiders, including your sponsor, officers, directors and their affiliates. Please
revise your compensation table on page 9 to reference the potential payments that may
be made to your sponsor, its affiliates or promoters of any fees for their services
rendered prior to or in connection with the completion of the initial business
combination. Please also disclose the anti-dilution adjustment of the founder shares in
the table. Also describe the extent to which any compensation or securities issuance to
the sponsor, its affiliates or promoters may result in a material dilution of the
purchasers’ equity interests. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
15.In the table of compensation and securities issued or to be issued, please include the
private placement equivalent units that may be issued to the sponsor upon conversion
of  up to $1,500,000 of working capital loans at a price of $10.00 per unit. Please also
include this disclosure on the cover page, as required by Items 1602(a)(3) and
1602(b)(6) of Regulation S-K.
16.We note your tabular compensation table indicates 100,000 private units to be
purchased by your Sponsor at a price of $1,000,000. We note your disclosure on the
cover page and in the summary that the Sponsor will be purchasing 275,000 private
units for $2,750,000. Please revise the tabular disclosure to include the 275,000
private units to be purchased by your Sponsor at a price of $10.00 per unit or revise
your disclosures as appropriate. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-
K.
17.We note that Daniel M. MCabe is the manager of your sponsor and has voting and
dispositive power over the shares owned by Pelican Sponsor LLC. Please revise to
identity of all persons who have direct and indirect material interests in the SPAC
sponsor and the nature and amount of those interests. See Item 1603(a)(7) of
Regulation S-K.
18.Please clarify how long the $15,000 per month for office space and administrative
services will be paid.
Liquidation if no business combination, page 22
19.Please reconcile disclosure on page here and elsewhere stating that you may use up to
$50,000 of interest on the assets in the Trust Account to pay liquidation and
dissolution expenses with disclosure on page 24 stating that you will pay the costs,
anticipated to be no more than $100,000, of liquidating the Trust Account from assets
outside of the Trust Account.

November 6, 2024
Page 4
Conflicts of Interest, page 24
20.Please revise your disclosure in this section and in similar disclosure beginning on
page 101 to clearly state that there are actual or potential material conflicts between
the SPAC sponsor, its affiliates or promoters; and purchasers in the offering. Briefly
describe all such actual or potential material conflicts, including those that may arise
in determining whether to pursue a de-SPAC transaction. For example, you should
discuss potential material conflicts relating to the financial interests of the sponsor, its
affiliates and promoters in completing any de-SPAC transaction within the allotted
time, as well as the fact that the company may pursue a de-SPAC transaction with a
target that is affiliated with the sponsor, its affiliates, directors, or promotors as noted
on page 5. Please see Item 1602(b)(7) and Item 1603(b) of Regulation S-K.
21.Please provide the basis for your statements here and throughout the prospectus that
you do not believe any fiduciary duties or contractual obligations of your directors or
officers would materially undermine your ability to complete our business
combination.
Risk Factors, page 31
22.We note the disclosure on page 10 that in order to facilitate your initial business
combination or for any other reason determined by your sponsor in its sole discretion,
your sponsor may surrender or forfeit, transfer or exchange your founder shares,
private placement warrants or any of your other securities, including for no
consideration, as well as subject any such securities to earn-outs or other restrictions,
or otherwise amend the terms of any such securities or enter into any other
arrangements with respect to any such securities. Please add risk factor disclosure
about risks that may arise from the sponsor having the ability to remove itself as your
sponsor before identifying a business combination, including through the
unconditional ability to transfer the founder shares or otherwise.
If we are deemed to be an investment company ..., page 57
23.Please revise this risk factor to clearly state that notwithstanding your investment in
U.S. government treasury securities or money market funds meeting conditions under
Rule 2a7, you may still be found to be operating as an unregistered investment
company. Please also include disclosure with respect to the consequences to investors
if you are required to wind down your operations as a result of this status, such as the
losses of the investment opportunity in a target company, any price appreciation in the
combined company, and any warrants, which would expire worthless.
The value of the founder shares following completion of our initial business combination...,
page 61
We note your cover page indicates that the Sponsor will purchase 275,000 private
units at $10 per unit for a total of $2,750,000, assuming no exercise of the
underwriters’ over-allotment option. We also note your disclosure that “our Sponsor
and its affiliates will have invested in us an aggregate of $10,025,000, comprised of
the $25,000 purchase price for the founder shares and the $10,000,000 purchase price
for the private placement units.” Additionally, the valuation later in the paragraph 24.

November 6, 2024
Page 5
appears incorrect. Please revise or advise us as appropriate.
Use of Proceeds, page 70
25.We note that footnotes (3) and (4) appear repetitive. Please revise.
Dilution, page 74
26.We note that one of your calculations assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
in connection with an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than you could
acquire with the net proceeds of the offering and the sale of private placement shares,
as stated on page 84 of your prospectus.
            Please contact Frank Knapp at 202-551-3805 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Cassi Olson