SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 21, 2025

Robert Labbe
Chief Executive Officer
Pelican Acquisition Corp
1185 Avenue of the Americas, Suite 304
New York, NY 10036

 Re: Pelican Acquisition Corp
 Amendment No.1 to Draft Registration Statement on Form S-1
 Submitted on February 27, 2025
 CIK No. 0002037431
Dear Robert Labbe:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our November 6, 2024 letter.

Amendment No.1 to Draft Registration Statement on Form S-1
Cover Page

1. We acknowledge your response to prior comment 1. We note your disclosure
 regarding founder shares issued to the sponsor. Please revise to
disclose the amount
 the sponsor paid for the founder shares. See Item 1602(a)(3) of
Regulation S-K.
Initial Business Combination, page 6

2. We acknowledge your response to prior comment 13. Please disclose your
plans if
 you do not consummate a de-SPAC transaction within 18 months if you have
entered
 into a definitive agreement for an initial business combination,
including whether you
 March 21, 2025
Page 2

 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.
Risk Factors, page 32

3. We note you have removed a number of risk factors from your registration
statement,
 such as We may issue notes or other debt securities, or otherwise
incur substantial
 debt, to complete a business combination , We may issue
additional ordinary
 shares to complete our initial business combination , and The
shares beneficially
 owned by our insiders, officers and directors will not participate in a
redemption... . It
 appears to us that these risks are still applicable to your investors.
Please revise to add
 the noted risk factors back to your registration statement or advise us
why the risk
 factors are no longer appropriate.
 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
</TEXT>
</DOCUMENT>