Greenland Mines Ltd

false 0001907223 0001907223 2026-07-22 2026-07-22 0001907223 us-gaap:CommonStockMember 2026-07-22 2026-07-22 0001907223 GRML:WarrantsMember 2026-07-22 2026-07-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2026 Greenland Mines Ltd (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41340 86-2727441 (Commission File Number) (IRS Employer Identification No.) 1300 South Boulevard , Suite D Charlotte , NC 28203 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code ( 833 ) 931-6330 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock GRML The Nasdaq Stock Market LLC Warrants GRMLW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. On July 21, 2026, the board of directors (the “Board of Directors”) of Greenland Mines Ltd. (the “Company”) declared a dividend of one right (a “Right”) for each outstanding share of Common Stock, par value $0.0001 per share of the Company (the “Common Shares”). The dividend is payable on August 7, 2026 to stockholders of record as of the close of business on that date (the “Record Date”). Each Right, once exercisable, entitles the registered holder of Common Shares to purchase from the Company one (1) Common Share, at a price of $0.75, subject to certain adjustments (the “Exercise Price”). The description and terms of the Rights are set forth in a Stockholder Rights Agreement, dated as of July 22, 2026 (as it may be amended from time to time, the “Rights Agreement”) by and between the Company and Continental Stock Transfer and Trust, as rights agent (the “Rights Agent”). The following description of the terms of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, including the exhibits thereto, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. Distribution and Exercise of Rights; Distribution Date and Expiration Date Subject to the terms and conditions of the Rights Agreement, the Rights will be issued in respect of all Common Shares outstanding on the Record Date, and in respect of all Common Shares issued after the Record Date and prior to the earliest to occur of the Distribution Date (as defined below) and the Expiration Date (as defined below). In addition, following the Distribution Date and prior to the Expiration Date, the Company may issue Rights in respect of any voting shares of the Company issued or sold pursuant to any of the following, to the extent already existing or outstanding prior to the Distribution Date: the exercise of stock options, under any employee plan or arrangement, upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company or pursuant to contractual obligations of the Company. The Rights are not exercisable until the Distribution Date and will expire upon the close of business on the earliest to occur of: (i) July 22, 2027, (ii) the date on which the rights are redeemed or exchanged by the Board of Directors in accordance with the Rights Agreement or (iii) the date of the Company’s 2027 annual meeting of stockholders if requisite stockholder approval of the Rights Agreement is not obtained at such meeting (such date, the “Expiration Date”). Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable upon the close of business on the day (the “Distribution Date”) which is the earlier to occur of (i) the tenth (10th) business day following a public announcement that a person or group of affiliated or associated persons (subject to certain exceptions set forth in the Rights Agreement) has acquired beneficial ownership of 15% or more of the outstanding Common Shares (an “Acquiring Person”) and (ii) the tenth (10th) business day (or such later date as may be determined by the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the date of the commencement of, or the first public announcement of the intention to commence, by any person (other than an Exempt Person, as defined in the Rights Agreement) a tender or exchange offer, the consummation of which would result in such person or group of affiliated or associated persons becoming an Acquiring Person. For purposes of calculating beneficial ownership under the Rights Agreement, certain synthetic interests in securities created by derivative positions are treated as beneficial ownership of the number of Common Shares equivalent to the economic exposure created by the derivative security. 1 Transfer of Rights Prior to the Distribution Date; Right Certificates Prior to the Distribution Date, the Rights will not be represented by a separate certificate, and will be evidenced by the certificate or book-entry account, as applicable, representing record ownership of the associated Common Shares. Until the earlier of the Distribution Date and the Expiration Date, any new Common Share certificate (the “Share Certificates”) issued after the Record Date will, in each case, contain a legend incorporating the Rights Agreement by reference. Notice of such legend will also be provided to holders of any new uncertificated Common Shares. The Rights Agreement provides that, prior to the Distribution Date (or the earlier occurrence of the Expiration Date), the Rights will be transferrable only together with the transfer of the Common Shares. During such period, the surrender for transfer of any Share Certificates (or the effectuation of a book-entry transfer of Common Shares) will also constitute the transfer of the Rights associated with such Common Shares, as applicable, represented thereby. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares, as of the close of business on the Distribution Date, and such separate certificates alone will evidence the Rights from and after the Distribution Date. The Company and the Rights Agent may from time to time amend the Rights Agreement to provide for uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates. Shares Purchasable Upon Exercise of Rights After the Distribution Date, each Right (other than Rights beneficially owned by an Acquiring Person and certain affili