SecProbe.io

CORRESP
 1
 filename1.htm

 May 20, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance Office of Real Estate & Construction

 100
F Street, NE

 Washington,
DC 20549

 Re:
 Pelican Acquisition
 Corp

 Amendment No. 2 to Registration Statement on Form S-1

 Filed May 2, 2025

 Amendment No. 1 to Registration Statement on Form S-1

 File No. 333-286452

 Ladies
and Gentlemen:

 On
behalf of our client, Pelican Acquisition Corporation (" Pelican "), we are writing to submit responses to the comments
of the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the " Commission ") set forth in its letter, dated May 16, 2025, relating to Pelican's Registration on Form S-1
filed May 2, 2025.

 Pelican
is filing via EDGAR Amendment No. 3 to Registration Statement on Form S-1, which reflects responses to the comments received by the Staff
and certain updated information.

 We
have set forth below the comments in the Staff's letter, in bold, and the responses thereto.

 Amendment
No. 2 to Form S-1 filed May 2, 2025

 Item
16. Exhibits and Financial Statement Schedules, page II-2

 1. We
note that you have decreased the amount of working capital not held in the trust account to $650,000 from $950,000 as stated on page
F-18. Please revise your Underwriting Agreement filed as Exhibit 1.1 for consistency.

 Response :
We acknowledge the Staff's comment and advise the Staff that the disclosure in the Underwriting Agreement filed as Exhibit 1.1 has been
revised to address the Staff's comment.

 2. We
note your cover page indicates that if the over-allotment option is exercised by the underwriters in full or in part then "up to
6,109 private units to be purchased by EarlyBirdCapital or its designees". Please revise your Private Placement Unit Purchase Agreement
with EarlyBirdCapital, filed as Exhibit 10.7, to reflect the up to 6,109 private units disclosed in the prospectus, or advise .

 Response : We
acknowledge the Staff's comment and advise the Staff that the disclosure in the cover page and Private Placement Unit Purchase
Agreement has been revised to address the Staff's comment.

 *
* * * * * *

 If
you have any questions, please feel free to contact me at (312) 662-2913. Thank you for your cooperation and prompt attention to this
matter.

 Sincerely,

 /s/
 Cassi Olson

 Cassi Olson

CORRESP
 1
 filename1.htm

 May 20, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance

 Office of Real Estate and Construction
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Pearlyne Paulemon; David Link

 Re:
 Pelican Acquisition Corporation
Registration Statement on Form S-1
File No. 333-286452

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of Pelican
Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m., Eastern Time, on May 22, 2025, or as soon thereafter as practicable, or at such other time as the Company or its
outside counsel, Celine and Partners, PLLC, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will
be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many
copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

 [ Signature Page Follows ]

 Very truly yours,

 EarlyBirdCapital, Inc.

 By:
 /s/ Michael Powell

 Name:
 Michael Powell

 Title:
 Sr. Managing Director

 [ Signature Page to Underwriters' Acceleration
Request Letter ]

CORRESP
 1
 filename1.htm

 Pelican
Acquisition Corporation

 1185
6 th Avenue, Suite 304

 New
York, NY 10036

 May
20, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Pelican
 Acquisition Corporation

 Registration
Statement on Form S-1

 File
No. 333-286452

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Pelican Acquisition Corporation, hereby respectfully requests acceleration
of the effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00
p.m., Eastern Time, on May 22, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Pelican Acquisition Corporation

 By:
 /s/
 Robert Labbe

 Robert Labbe

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 16, 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. 2 to Registration Statement on Form S-1
 Filed May 2, 2025
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on May 1, 2025
 File No. 333-286452
Dear Robert Labbe:

 We have reviewed your amended registration statements and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Form S-1 filed May 2, 2025
Item 16. Exhibits and Financial Statement Schedules, page II-2

1. We note that you have decreased the amount of working capital not held
in the trust
 account to $650,000 from $950,000 as stated on page F-18. Please revise
your
 Underwriting Agreement filed as Exhibit 1.1 for consistency.
2. We note your cover page indicates that if the over-allotment option is
exercised by the
 underwriters in full or in part then "up to 6,109 private units to be
purchased by
 EarlyBirdCapital or its designees". Please revise your Private Placement
Unit
 Purchase Agreement with EarlyBirdCapital, filed as Exhibit 10.7, to
reflect the up to
 6,109 private units disclosed in the prospectus, or advise.
 May 16, 2025
Page 2

 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>

CORRESP
 1
 filename1.htm

 April 9, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance Office of Real Estate & Construction

 100 F Street, NE

 Washington, DC 20549

 Re:
 Pelican Acquisition Corp

 Draft Registration Statement on Form S-1 Submitted on February 27, 2025

 CIK No. 0002037431

 Pelican Acquisition Corp

 Ladies and Gentlemen:

 On behalf of our client, Pelican Acquisition Corporation (" Pelican "), we are writing to submit responses to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Commission ") set forth in its letter, dated March 21, 2025, relating to Pelican's Registration Statement on Form S-1 filed on February 27, 2025.

 Pelican is filing via EDGAR Amendment No. 2 to Registration Statement on Form S-1, which reflects responses to the comments received by the Staff and certain updated information.

 We have set forth below the comments in the Staff's letter, in bold, and the responses thereto.

 Draft Registration Statement Amendment No. 1 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.

 Response : We acknowledge the Staff's comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff's comment.

 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 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 for not completing an extension of this time period. Please disclosure whether security holders will have voting redemption right with respect to any extensions. See Item 1602(b)(4) of Regulation S-K.

 Response : We acknowledge the Staff's comment and advise the Staff that the disclosure on page 6 has been revised to address the Staff's comment.

 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.

 Response : We acknowledge the Staff's
comment and advise the Staff that those risk factors that were removed from the Registration Statement indicated above were duplicative
in nature. The risk factors that encompass those that were removed can be found on pages 50, 51 and 56.

 * * * * * * *

 If you have any questions, please feel free to contact me at (312) 662-2913. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

 /s/ Cassi Olson

 Cassi Olson

<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>

CORRESP
1
filename1.htm

 February 27, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance Office of Real Estate & Construction

100 F Street, NE

Washington, DC 20549

    Re:
    Pelican Acquisition Corp

    Draft Registration Statement on Form S-1 Submitted on October 10, 2024

    CIK No. 0002037431

    Pelican Acquisition Corp

Ladies and Gentlemen:

On behalf of our client,
Pelican Acquisition Corporation (“Pelican”), we are writing to submit responses to the comments of the staff (the
“Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) set forth in its letter, dated November 6, 2024, relating to Pelican’s Registration on Form
S-1 filed October 10, 2024.

Pelican is filing via EDGAR Amendment No. 1 to Registration Statement on Form S-1, which reflects responses to the comments received by the Staff and certain updated information.

We have set forth below the comments in the Staff’s letter, in bold, and the responses thereto.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    3.
    Where you discuss conflicts of interest, please include additional cross-references to the locations of related disclosures in the prospectus, such as in the summary disclosure provided in response to Item 1602(b)(7).

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    7.
    Please revise to indicate the price EarlyBirdCapital, Inc. paid for the 500,000 shares that are the EBC founder shares.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    8.
    Please clarify that there are permitted withdrawals from the interest earned on Trust account of $250,000 annually to fund working capital requirements.

Response: We acknowledge the Staff’s comment and wish to advise the Staff that the Company will no longer be allowed to withdraw any funds from the interest earned on the Trust Account for working capital requirements. Accordingly, the disclosure throughout the Registration Statement has been revised to remove such references and we respectfully believe this comment is no longer applicable.

    9.
    Please clarify how long the $15,000 per month for office space and administrative services will be paid.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 2 has been revised to address the Staff’s comment.

    2

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 1 has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 2 and 3 have been revised to address the Staff’s comment.

Initial Business Combination, page 6

    13.
    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 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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 6 has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 9 has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 9 has been revised to address the Staff’s comment.

    3

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 9 has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 43 and 103 have been revised to address the Staff’s comment.

    18.
    Please clarify how long the $15,000 per month for office space and administrative services will be paid.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page and pages 9, 26 and 70 has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 23 and 25 has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 25, 26 and 100 has been revised to address the Staff’s comment.

    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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 25, 26 and 100 has been revised to address the Staff’s comment.

    4

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 59 has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 58 has been revised to address the Staff’s comment.

The value of the founder shares following completion of our initial business combination..., page 61

    24.
    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 appears incorrect. Please revise or advise us as appropriate.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 61 has been revised to address the Staff’s comment.

Use of Proceeds, page 70

25. We note that footnotes (3) and (4) appear repetitive. Please revise.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 70 has been revised to address the Staff’s comment.

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.

Response: We acknowledge the Staf

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