Greenland Energy Co美股招股说明书(2026-04-29版)

16,250,000 Shares of Common Stock1,250,000 Pre-funded Warrants to Purchase Shares of Common Stock1,250,000 Shares of Common Stock Underlying such Pre-funded Warrants17,500,000 Common Warrants to Purchase Shares of Common Stock17,500,000 Shares of Common Stock Underlying such Common Warrants Greenland Energy Company We are offering 16,250,000 shares of our common stock, par value $0.0001 per share, and 17,500,000 warrants to purchase 17,500,000shares of common stock (the “Common Warrants”), pursuant to this prospectus. The combined public offering price for each share ofour common stock, together with one Common Warrant, is $4.00. Each share of our common stock, or a Pre-funded Warrant in lieuthereof (as described below), is being sold together with one Common Warrant. Each Common Warrant will have an exercise price of$5.00 per share, will be exercisable immediately and will expire on the fifth anniversary of the date of issuance. The shares of ourcommon stock and the Common Warrants are immediately separable and will be issued separately, but will be purchased together inthis offering. This prospectus also relates to the offering of the common stock issuable upon exercise of the Common Warrants. We are also offeringpre-funded warrants to purchase 1,250,000 shares of Common Stock (“Pre-fundedWarrants”), in lieu of shares ofCommon Stock, exercisable at an exercise price of $0.0001, to those purchasers whose purchase of Common Stock in this offeringwould otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99%(or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of thisoffering. Each Pre-funded Warrant is being issued together with the same Common Warrant described above being issued with eachshare of Common Stock. The combined purchase price of each Pre-funded Warrant, together with one accompanying CommonWarrant, is $3.9999. The Pre-funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-fundedWarrants are exercised in full. The Pre-funded Warrants and the Common Warrants are immediately separable and will be issuedseparately, but they will be purchased together in this offering. This prospectus also relates to the offering of the Common Stockissuable upon exercise of the Pre-funded Warrants. In this prospectus, we sometimes refer to the Common Warrants and the Pre-Funded Warrants together as the “Warrants.” At the same time as the offering set forth in this prospectus, we are registering the resale of 14,196,822 shares of Common Stock(13,401,822 of which are subject to lockup agreements), the prospectus of which was filed as part of the same registration statement ofwhich this prospectus forms a part (the “Resale Prospectus”). Table of Contents Shares of our Common Stock are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “GLND”. On April 27, 2026, thelast reported sales price of our Common Stock was $5.41 per share. Our Common Warrants have been approved for listing on Nasdaqunder the symbol “GLNDW.” There is no established public trading market for the Pre-funded Warrants, and we do not expect amarket to develop. We do not intend to list the Pre-funded Warrants on any securities exchange or nationally recognized tradingsystem. The offering price per share of Common Stock will be determined by us at the time of pricing, may be at a discount to the currentmarket price, and the recent market price used throughout this prospectus may not be indicative of the final offering price. We are an “emerging growth company” and a “smaller reporting company” under the applicable federal securities laws and will besubject to reduced disclosure and public company reporting requirements. See “Summary - Implications of Being an Emerging GrowthCompany and Smaller Reporting Company.” An investment in our securities involves a high degree of risk. You should carefully consider the risk factors set forth under“Risk Factors” beginning on page 21 of this prospectus before you make your decision to invest in our Common Stock, Pre-funded Warrants, or Common Warrants. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)We have agreed to pay the placement agent fees equal to 3.0% of the aggregate gross proceeds from the sale of the shares ofcommon stock as described in this prospectus. See “Plan of Distribution” beginning on page 118 of this prospectus for additionalinformation regarding the placement agent’s compensation. The delivery to purchasers of the securities in this offering is expected to be made on or about April29, 2026, subject to thesatisfaction of customary closing conditions. ThinkEquity The date of this prospectus is April27